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
2021-03-30 / 20:01
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.
=----------------------------------------------------------------------------------------------------------------------
Announcement on Proposed Amendments to the Articles of Association
Qingdao / Shanghai / Frankfurt, 30 March 2021 - The board of directors of Haier Smart Home Co., Ltd. (D-Share 690D.DE,
A-Share 600690.SH, H-Share 6690.HK, 'Haier Smart Home' or the 'Company') announces that:
Subject to the approval at the Board meeting held on 30 March 2021, the Company proposes to make the following
amendments to e existing valid Articles of Association of the Haier Smart Home Co., Ltd. (the "Articles of
Association") to further improve the corporate system:
Basis or
No. Original provisions Amended provisions reason of
amendment
Conversion
Article 7 The Company's registered capital is Article 7 The Company's registered capital is of H-share
1 RMB9,027,846,441. RMB9,284,895,068. convertible
bonds
issued by
the Company
Article 25 The capital structure of the Article 25 The capital structure of the
Company was comprised of 9,027,846,441 Company was comprised of 9,284,895,068
ordinary shares in total, of which the ordinary shares in total, of which the
domestic shareholders hold 6,308,552,654 domestic shareholders hold 6,308,552,654
shares (representing 69.88% of total number of shares (representing 67.94% of total number of Conversion
ordinary shares issued by the Company);the ordinary shares issued by the Company);the of H-share
shareholders of overseas-listed foreign shares shareholders of overseas-listed foreign shares convertible
2 (D Share) hold 271,013,973 shares (D Share) hold 271,013,973 shares bonds
(representing 3.00% of total number of (representing 2.92% of total number of issued by
ordinary shares issued by the Company); the ordinary shares issued by the Company); the the Company
shareholders of overseas-listed foreign shares shareholders of overseas-listed foreign shares
(H Share) hold 2,448,279,814 shares (H Share) hold 2,705,328,441 shares
(representing 27.12% of total number of (representing 29.14% of total number of
ordinary shares issued by the Company). ordinary shares issued by the Company).
Article 197 Rights of an independent director: Article 197 Rights of an independent director:
.. ..
(4) independent directors shall account for at (4) independent directors shall be the Consistent
least over one-half of the members of the majority in the remuneration and evaluation with
3 remuneration and evaluation committee, audit committee, audit committee, nomination Article 205
committee, nomination committee, strategy committee, strategy committee or other such of the
committee or other such committees under the committees under the Board of Directors of the Articles of
Board of Directors of the Company. Company. Association
The Board agrees to submit the above proposed amendments to the Articles of Association at the Company's Annual General Meeting of 2020 (the "AGM") 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 AGM, will be dispatched to the shareholders of the Company in due course. In addition, according to the latest provisions of the Articles of Association and in view of the fact that the listing of the Company's H-shares has completed, the attached system is submitted to the General Meeting for revision:
(1) The expressions involving "general manager/manager" and "deputy general manager/deputy manager" in the Company's current system have been uniformly revised as "president" and "vice president". The systems concerned include the Rules of Procedures for the General Meeting of Haier Smart Home Co., Ltd., the Investment Management System of Haier Smart Home Co., Ltd., the Foreign Exchange Derivative Transaction Management System of Haier Smart Home Co., Ltd., the Management Measures for Hedging Business of Bulk Raw Materials of Haier Smart Home Co., Ltd., the Management Measures for Raised Funds of Haier Smart Home Co., Ltd. and Management System for Entrusted Wealth Management of Haier Smart Home Co., Ltd.;
(2) The expressions in the system involving "these rules/measures/systems/implementation rules have been adopted at the Company's general meeting and will take effect on the date when the Company's overseas listed foreign shares (H-shares) are listed on The Stock Exchange of Hong Kong Limited", have been uniformly revised as "these rules/ measures /systems /implementation rules shall take effect from the date on which it is adopted at the Company's general meeting". The systems concerned include the Rules of Procedures for the General Meeting of Haier Smart Home Co., Ltd., the Investment Management System of Haier Smart Home Co., Ltd., the Management Measures for Raised Funds of Haier Smart Home Co., Ltd. and the Independent Director System of Haier Smart Home Co., Ltd.;
(3) The expressions in the system involving the reference to the serial numbers of specific articles in the Articles of Association shall be updated in accordance with the latest serial numbers in the Articles of Association. The systems concerned include the Rules of Procedures for the General Meeting of Haier Smart Home Co., Ltd. The Board of Directors
Haier Smart Home Co., Ltd.
30 March 2021 Note: This Announcement has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail IR contact: Yao Sun (Sophie) - Haier Smart Home Germany T: +49 89 380 334 235 M: +49 160 9469 3601 Email: y.sun@haier.de -----------------------------------------------------------------------------------------------------------------------
2021-03-30 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de -----------------------------------------------------------------------------------------------------------------------
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
=------------ 1179881 2021-03-30
(END) Dow Jones Newswires
March 30, 2021 14:02 ET (18:02 GMT)
