Haier Smart Home: Announcement on Resolutions of the 8th Meeting of the Tenth Session of the Board of Directors
Qingdao / Shanghai / Frankfurt, 3 June 2020 - Haier Smart Home Co., Ltd. (D-Share ISIN CNE1000031C1, A-Share ISIN CNE000000CG9, "Haier Smart Home" or the "Company") published a mandatory announcement in accordance with applicable trading rules of the Shanghai Stock Exchange and applicable PRC laws in relation to the Resolutions of the 8th Meeting of the Tenth Session of the Board of Directors.
The 8th Meeting of the Tenth Session of the Board of Directors of Haier Smart Home Co., Ltd. (hereinafter referred to as the "Company") was convened at Meeting Room A105, Haier University, Haier Information Industrial Park on the afternoon of 3 June 2020, with the due count of the directors being 9 and the actual count being 9. Among the directors, Dai Deming, Qian Daqun, Wong Hak Kun, Wu Changqi, Yan Yan and Lin Sui attended the Meeting by the way of conference calls. The attendance was in compliance with the requirements under the laws and regulations as well as the Articles of Association. Notice of the Meeting was dispatched by email on 1 June 2020, and the supervisors and the senior management of the Company attended the Meeting. The notification and convening of the Meeting complied with the requirements under the Company Law and the Articles of Association. The Meeting was moderated by Mr. Liang Haishan, the chairman of the board of directors. The following resolutions have been considered and approved after prudent review by the attending directors:
I. The Proposal on Supplementing Members of the Professional Committees of the Board of Directors of Haier Smart Home Co., Ltd. (Poll Result: For: 9; Against: 0; Abstain: 0)
The 2019 Annual General Meeting of Shareholders of the Company has elected Mr. Wong Hak Kun as an independent director of the Company. In order to promote the standardized operation of listed companies, strengthen the scientific nature of decision-making, perfect the corporate governance structure, and ensure the normal operation of the professional committees of the Board of Directors (including the Nomination Committee, the Strategy Committee, the Audit Committee, and the Remuneration and Appraisal Committee), the Company now supplements Mr. Wong Hak Kun as the chairman or member of the aforementioned professional committees in accordance with the Company Law, the Code of Corporate Governance of Listed Companies, the Articles of Association and other relevant provisions, and the term of office shall be the same as that of the Tenth Session of the Board of Directors of the Company. Details are as follows:
(1) Mr. Wong Hak Kun was supplemented as the chairman of the Nomination Committee of the Board of Directors of the Company. The total number of the members under the Nomination Committee after the supplement is 5, which includes Wong Hak Kun as the chairman, Dai Deming, Qian Daqun, Liang Haishan and Wu Changqi.
(2) Mr. Wong Hak Kun was supplemented as the member of the Strategy Committee of the Board of Directors of the Company. The total number of the members under the Strategy Committee after the supplement is 9, which includes Liang Haishan as the chairman, Tan Lixia, Li Huagang, Dai Deming, Qian Daqun, Wong Hak Kun,Wu Changqi, Yan Yan and Lin Sui.
(3) Mr. Wong Hak Kun was supplemented as the member of the Audit Committee of the Board of Directors of the Company. The total number of the members under the Audit Committee after the supplement is 5, which includes Dai Deming as the chairman, Qian Daqun, Wong Hak Kun,Tan Lixia and Lin Sui.
(4) Mr. Wong Hak Kun was supplemented as the member of the Remuneration and Appraisal Committee of the Board of Directors of the Company. The total number of the members under the Remuneration and Appraisal Committee after the supplement is 5, which includes Qian Daqun as the chairman, Dai Deming, Wong Hak Kun, Liang Haishan and Tan Lixia.
II. The Proposal of its Subsidiary - Haier Electronics Group Co., Ltd. to Request its General Meeting to Authorize its Directors to Handle the Matters of Repurchasing Shares, Issuing Additional Shares and Granting Restricted Shares for the Purpose of Equity Incentive of Haier Smart Home Co., Ltd. (Poll Result: For: 9; Against: 0; Abstain: 0)
Haier Electronics Group Co., Ltd. (hereinafter referred to as "Haier Electronics"), a subsidiary of the Company, intends to convene the annual general meeting on 23 June 2020, pursuant to which the proposals related to that the general meeting of Haier Electronics conducted the general authorization for its directors will be considered, including repurchasing shares not exceeding 10% of Haier Electronics's issued share capital, issuing additional shares not exceeding 20% of Haier Electronics's issued share capital (the issue price discount rate shall be limited to 15% of the benchmark price of the shares within 5 trading days before the issuance), expanding the general authorization to issue the shares of Haier Electronics to include the shares repurchased by Haier Electronics and other relevant matters. In addition, according to the requirements of the relevant overseas regulations, Haier Electronics will authorize its directors to grant no more than 9 million restricted shares under its Restricted Share Award Scheme. These shares will be held by the trustee on behalf of the motivated party in trust. For details of the above, please refer to the Notice of the Annual General Meeting published by Haier Electronics on 13 May 2020 on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk/index_c.htm).
The Board of Directors considered and approved to agree that Haier Electronics requests its General Meeting to authorize its directors to handle the above-mentioned matters related to the repurchase of shares, additional shares issuance, and allotment of new shares for the purpose of equity incentives in order to grant restricted shares pursuant to the requirements of the Articles of Association of the Company. The Company will authorize relevant persons to vote at the General Meeting of Haier Electronics in accordance with the decision-making of the Board of Directors.
It is hereby notified the above.
The Board of Directors of Haier Smart Home Co., Ltd.
3 June 2020
The complete document is available at: http://smart-home.haier.com/investor_relations_en/.
About Haier Smart Home Co., Ltd.:
Haier is one of the world's leading manufacturers of household appliances with a focus on smart home solutions and customized mass production. Haier Smart Home Co., Ltd. develops, produces and distributes a wide range of household appliances. These include refrigerators, freezers, washing machines, air conditioners, water heaters, kitchen appliances as well as smaller household appliances and an extensive range of intelligent household appliances. The Company distributes its products through leading household brands such as Haier, Casarte, Leader, Candy, GE Appliances, AQUA and Fisher & Paykel. Haier Smart Home Co., Ltd. has developed three platforms - the cloud-based platform U+ Smart Life, which offers customers integrated smart home solutions, the smart manufacturing platform COSMOPlat, which enables customized mass production, and the online platform Haier Smart Home APP, which facilitates the integration of Haier's online, offline and micro-store businesses and supports user interaction to further optimize the user experience.
Yao Sun (Sophie) - Haier Smart Home Germany
T: +49 6172 9454 143
F: +49 6172 9454 42143
M: +49 160 9469 3601
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