Announcement on Resolutions of the 15th Meeting of the Tenth Session of the Board of Directors
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 with regard to Resolutions of the 15th Meeting of the Tenth Session of the Board of Directors.
The 15th 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 the morning of 7 February 2021 in Meeting Room 118 of Eco Brand Central Building of Haier Information Industrial Park in Qingdao city, with the due count of the directors being 8 and the actual count being 8, including directors Tan Lixia, Wu Changqi, Lin Sui, Dai Deming, Qian Daqun and Wang Keqin attended the meeting by communication. The number of attendees was in compliance with the requirements of laws and regulations and Articles of Association. The notice of the meeting was sent by email on 3 February 2021. Representatives of the board of supervisors and senior management personnel of the Company attended the meeting. The notice and the convening of the meeting comply with the requirements of the Company Law and Articles of Association. The meeting was moderated by Mr. Liang Haishan, the chairman of the board of directors. The following proposals have been considered and approved after prudent review by the attending directors:
I.Proposal on Amending the Articles of Association of Haier Smart Home Co., Ltd.
(voting results: 8 voted for, 0 voted against, 0 abstained)
Since the Company has completed the listing of H-share by way of introduction and the privatization of Haier Electronics Group Co., Ltd. (01169.HK), in order to fully realize the synergy effect, further improve corporate governance, improve the Company's environmental, social and governance level, attract outstanding talents to accelerate the implementation of the IoT strategy, it is proposed to revise the relevant corporate governance provisions concerning the number of directors and the establishment of professional committees in the Articles of Association (currently in force) according to the actual situation of the Company.
This proposal will be submitted to the Company's first extraordinary general meeting of 2021 for deliberation and approval.
For details, please refer to the Announcement on Amending the Articles of Association of Haier Smart Home Co., Ltd. disclosed on the same date as this announcement.
II. Proposal on the Election of Directors of Haier Smart Home Co., Ltd.
(voting results: 8 voted for, 0 voted against, 0 abstained)
Given that the Company has completed the listing of H-share by way of introduction and the privatization of Haier Electronics (01169.HK), in order to further improve corporate governance, fully realize the synergy effect and enhance the diversification of the board of directors, the Company plans to elect Mr. Xie Juzhi as an executive director of the Company, and elect Mr. Yu Handu and Ms. Li Jinfen as non-executive directors of the Company. The term of office is from the date when this proposal is passed by the Company's general meeting to the date when the current board of directors expires. After the term of office expires, they can be re-elected.
This proposal will be submitted to the Company's first extraordinary general meeting of 2021 for deliberation and approval.
For details, please refer to the Announcement on the Election of Directors and Reorganization of Senior Management Personnel of Haier Smart Home Co., Ltd. disclosed on the same date as this announcement.
The independent directors of the Company have issued independent opinions on the above proposal.
III.Proposal on the Election of Independent Non-executive Directors of Haier Smart Home Co., Ltd.
(voting results: 8 voted for, 0 voted against, 0 abstained)
In order to promote the Company's Internet of Things strategy and increase the diversification of the Company's board of directors, the Company intends to elect Mr. Li Shipeng as an independent non-executive director for a term of office consistent with the Company's tenth board of directors. Its qualification as an independent non-executive director has been reported to Shanghai Stock Exchange for record without any objection.
This proposal will be submitted to the Company's first extraordinary general meeting of 2021 for deliberation and approval.
For details, please refer to the Announcement on the Election of Directors and Reorganization of Senior Management Personnel of Haier Smart Home Co., Ltd. disclosed on the same date as this announcement.
The independent directors of the Company have issued independent opinions on the above proposal.
IV. Proposal on Reorganizing the Senior Management Team of Haier Smart Home Co., Ltd.
(voting results: 8 voted for, 0 voted against, 0 abstained)
In order to fully implement and promote the Company's IoT ecological brand strategy and customize a better life for users, effectively integrate resource advantages after the completion of the listing of H-share by way of introduction and privatization of Haier Electronics (01169.HK), promote in-depth business integration and operational efficiency, the Company plans to reorganize the current senior management team based on the strategic direction and the needs of corporate governance.
For details, please refer to the Announcement on the Election of Directors and Reorganization of Senior Management Personnel of Haier Smart Home Co., Ltd. disclosed on the same date as this announcement.
The independent directors of the Company have issued independent opinions on the above proposal.
V. Proposal on Replacing H-share Company Secretary of Haier Smart Home Co., Ltd.
(voting results: 8 voted for, 0 voted against, 0 abstained)
Since the Company's H shares were listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange") on 23 December 2020, the Company has appointed Ms. Sun Peizhen as the company secretary. Currently, Ms. Sun Peizhen intends to resign as company secretary and do not act as the authorized representative of the Company and the authorized representative to receive process of service or notifications on behalf of the Company in Hong Kong ("Agent for Process of Service"). Upon the proposal of the Company's general manager, it is now proposed to appoint Mr. Wu Zhixian as the Company's H-share company secretary, authorized representative and Agent for Process of Service. The appointment of Mr. Wu will take effect from the date of approval by the board of directors. On the same date, Ms. Sun Peizhen will cease to serve as the company secretary of the Company.
For the resume of Mr. Wu Zhixian, please see the appendix to this announcement.
VI. Proposal on the Appointment of an Audit Firm for International Accounting Standards in 2020 of Haier Smart Home Co., Ltd.
(voting results: 8 voted for, 0 voted against, 0 abstained)
In view of the fact that the Company's H shares were listed and traded on the main board of the Hong Kong Stock Exchange on 23 December 2020, in accordance with the relevant requirements of the Hong Kong Stock Exchange Listing Rules and comprehensive consideration of factors such as the qualifications of the audit firm, and after deliberations and approvals at the 13th meeting of the Audit Committee of the tenth session of the board of directors, the Company's board of directors intends to appoint HLB Hodgson Impey Cheng Limited as the Company's auditor for International Accounting Standards in 2020 to the date of the Company's 2020 general meeting. The audit fee is RMB 3.39 million (including the financial report audit fee of RMB 3.24 million and continuing connected transactions audit fee of RMB 0.15 million).
This proposal will be submitted to the Company's first extraordinary general meeting of 2021 for deliberation and approval.
For details, please refer to the Announcement on the Appointment of an Audit Firm for International Accounting Standards of Haier Smart Home Co., Ltd. disclosed on the same date as this announcement.
The independent directors of the Company have approved the above proposal and issued independent opinions.
VII. Proposal on Convening the First Extraordinary General Meeting of 2021 and the First Class Meeting of A-Shares / D-Shares / H-Shares of 2021 of Haier Smart Home Co., Ltd.
(voting results: 8 voted for, 0 voted against, 0 abstained)
In accordance with the relevant provisions of the Company Law and the Articles of Association, the board of directors of the Company proposes to convene the first extraordinary general meeting of 2021 at 14:30 on 5 March 2021 to review the aforementioned proposals to be submitted and the Proposal on the General Mandate for the Repurchase of H-Shares upon the Completion of the Listing by way of Introduction reviewed and approved at the 14th meeting of the tenth board of directors; to convene 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 to review the Proposal on the General Mandate for the Repurchase of H-Shares upon the Completion of the Listing by way of Introduction reviewed and approved at the 14th meeting of the tenth board of directors (the proposal needs to be reviewed and approved by the extraordinary general meeting and the three classes meetings of shareholders at the same time to become effective). Each general meeting will be held sequentially.
Details of the upcoming extraordinary general meeting and D-shares class meeting of shareholders are to be disclosed in due course.
The announcement is hereby given.
The Board of Director
Haier Smart Home Co., Ltd.
Appendix?Biographical details of Mr. Wu Zhixian
Mr. Wu Zhixian, male, born in 1965, holds a bachelor's degree in business administration from the Faculty of Business Administration of the Chinese University of Hong Kong. He is also a fellow member of the Association of Chartered Certified Accountants, and a member of the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales. He has over 20 years of experience in auditing, finance and company secretarial matters. Mr. Wu has been the company secretary of Haier Electronics Group Co., Ltd. since 18 March 2009.
HAIER SMART HOME CO., LTD. 
