Haier Smart Home Co.,Ltd.: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
November 09, 2020 at 10:35 am EST
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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.: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
09.11.2020 / 16:35
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 pursuant to Section 50 para. 1 no. 2 German Securities Trading Act (WpHG)
Announcement on Resolutions of the 14th Meeting of the Tenth Session of the Board of Directors
Qingdao / Shanghai / Frankfurt, 9 November 2020 - The notice of the 14th meeting of the tenth session of the Board of Directors of Haier Smart Home Co., Ltd. (hereinafter referred to as the "Company" or "Haier Smart Home ") was sent by email on 6 November 2020. The meeting was convened at 17:30 on 9 November 2020 in Meeting Room 118 of Eco Brand Building of Haier Information Industrial Park by means of site and communication, with the due count of the Directors being 8 and the actual count being 8, including Directors Wu Changqi, Lin Sui, Dai Deming, Wang Keqin and Qian Daqun attended the meeting by communication. Supervisors and senior management of the Company attended the meeting. The number of attendees, the convening and the meeting were in compliance with the requirements of relevant regulations and laws and Articles of Association of the Company. 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. Proposal on the Company's H shares to be listed on the Stock Exchange of Hong Kong Limited by way of Introduction (voting results: 5 voted for, 0 voted against, 0 abstained, and related Directors Liang Haishan, Tan Lixia and Li Huagang were abstained from voting)
Regarding the Company's proposed issuance of H shares as a consideration for the cancellation of all shares of Haier Electronics Group Co., Ltd. (hereinafter referred to as "Haier Electronics") held by shareholders, other than the Company and its wholly-owned subsidiaries, to complete the privatization of Haier Electronics and have the Company's H shares listed on the Main Board of The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Stock Exchange") by way of introduction (hereinafter referred to as the "Listing plan by way of introduction" or "This Transaction"), the Company has received the Reply of Approval on the Issuance of Overseas Listed Foreign Shares and Convertible Corporate Bonds by Haier Smart Home Co., Ltd. from China Securities Regulatory Commission (Zheng Jian Xu Ke [2020] No. 2768), and has passed the hearing of the Listing Committee of the Stock Exchange. The Board of Directors agrees to the following content in relation to the listing of the Company's H shares by way of introduction:
(I) Issue shares according to the following listing plan by way of introduction
The plan for the privatization of Haier Electronics will be proposed by way of scheme of arrangement through the issuance of H shares as the consideration for the cancellation of all shares issued by Haier Electronics (except the shares held by the Company and its wholly-owned subsidiaries) (hereinafter referred to as the "Scheme Shares") and then, application for the listing the Company's H shares by way of introduction will be made to the Stock Exchange. Upon the fulfillment of relevant implementation conditions and the completion of the privatization plan:
(a) The listing status of Haier Electronics' shares on the Stock Exchange will be revoked;
(b) The Company's H shares will be listed on the Stock Exchange;
(c) The registered holders of the Scheme Shares will become shareholders of the Company; and
(d) After privatization, Haier Electronics will become a wholly-owned subsidiary of the Company, but Haier Group will remain the actual controller of the Company.
(II) On the basis of the Listing plan by way of introduction above, it is agreed to issue no more than 2,856,526,138 overseas listed foreign shares (i.e. "H shares") with a par value of RMB 1.00 each, all of which are ordinary shares; Subject to the approval in principle by the Listing Committee of the Stock Exchange regarding the listing and trading of shares to be issued pursuant to the Listing plan by way of introduction, it is agreed to submit to the Stock Exchange an application for the listing and trading of the issued shares on the Stock Exchange. According to the relevant provisions of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the H shares agreed to be issued will be listed on the Main Board of the Stock Exchange.
II. Proposal on Determining the Company's H shares to be listed on the Stock Exchange of Hong Kong Limited by way of Introduction and Other Related Matters (voting results: 8 voted for, 0 voted against, 0 abstained)
In order to continue to promote the smooth progress of This Transaction, the Board of Directors agreed to determine the related matters in respect of the Company's H shares to be listed on the Stock Exchange, including: (I) ratify and confirm the appointment of joint sponsors; (II) agree on relevant listing documents and verification records; (III) agree on the relevant arrangements for the listing by way of introduction; (IV) agree on matters relating to H-share registration and settlement; (V) agree on Board Diversity Policy; (VI) agree on the Procedures for the Company's Shareholders to Nominate Candidates for Election as Directors; (VII) agree on other related issues.
Above all, with regard to the related matters on the listing of the H shares by way of introduction proposed by the Company, the Board of Directors will agree and confirm the draft documents related to this H-share issuance and listing by way of introduction that must be submitted or executed, as well as the arrangements for the listing stage and related actions to be taken. In addition, it will make relevant authorizations, and ratify the actions concerning the Company's H-share issuance and listing by way of introduction before this Board meeting.
III. Proposal on Signing the Framework Agreement for Related Party Transactions (voting results: 5 voted for, 0 voted against, 0 abstained, and related Directors Liang Haishan, Tan Lixia and Li Huagang were abstained from voting)
Pursuant to the Resolution on Requesting the General Meeting to Authorize the Board of Directors and its Authorized Persons to Sign the Framework Agreement on Related Party Transactions for 2020-2022 passed at the 10th Meeting of the Tenth Session of the Board of Directors of the Company and the Company's Second Extraordinary General Meeting of 2020, the General Meeting has authorized the Board of Directors and its authorized persons to draft, amend, sign and implement the framework agreement on related party transactions in accordance with the requirements of regulators such as the Stock Exchange. The aforementioned related party transaction framework agreements include: (I) Framework Agreement for Intellectual Property License to be entered into by the Company with Haier Group Corporation (hereinafter referred to as the "Haier Group") and Qingdao Haishang Zhicai Management Consulting Co., Ltd. (hereinafter referred to as the "Haishang Zhicai"); (II) Property Rental Framework Agreement of Haier Smart Home Co., Ltd. and Haier Group Corporation to be entered into by the Company with Haier Group; (III) Property Lease Framework Agreement of Haier Smart Home Co., Ltd. and Haier Group Corporation to be entered into by the Company with Haier Group; (IV) Service Provision Framework Agreement of Haier Smart Home Co., Ltd. and Haier Group Corporation to be entered into by the Company with Haier Group; (V) Service Procurement Framework Agreement of Haier Smart Home Co., Ltd. and Haier Group Corporation to be entered into by the Company with Haier Group; (VI) Framework Agreement on Sales of Products and Materials of Haier Smart Home Co., Ltd. and Haier Group Corporation to be entered into by the Company with Haier Group; (VII) Framework Agreement on Procurement of Products and Materials of Haier Smart Home Co., Ltd. and Haier Group Corporation to be entered into by the Company with Haier Group; and (VIII) Financial Services Framework Agreement of Haier Smart Home Co., Ltd. and Haier Group Corporation to be entered into by the Company with Haier Group (the above eight agreements are collectively referred to as the "Framework Agreement on Related Party Transactions"); The Board of Directors agrees to make corresponding amendments to the Framework Agreement on Related Party Transactions in accordance with the requirements of relevant regulators such as the Stock Exchange, and authorize persons authorized by the Board to sign such agreements.
IV. Proposal on the General Mandate for the Repurchase of H Shares upon the Completion of the Listing by way of Introduction (voting results: 8 voted for, 0 voted against, 0 abstained)
The Company has flexibility to adjust its capital structure based on market conditions after the listing of its H shares on the Main Board of the Stock Exchange by way of introduction. The Company plans to repurchase part of its H shares through centralized price bidding, and all the repurchased shares will be cancelled to reduce registered capital. The Board of Directors of the Company intends to request the latest General Meeting after the listing of H shares to grant the Board a general mandate for the repurchase of H shares. After obtaining the mandate from the General Meeting, the Board of Directors will, depending on the conditions of the capital market, and without affecting the Company's ability to fulfill obligation and continuing operations, and in compliance with the Company's Articles of Association and the relevant laws, regulations and rules of the place where the securities are listed, repurchase H shares. The number of H shares to be repurchased shall not exceed 10% of the total issued H shares of the Company on the date of approving this proposal by the General Meeting and the Class General Meeting, and the total repurchase amount is expected to be no less than HK$ 1 billion within one year from the effective date of the mandate.
The effective period of this general mandate for the repurchase of H shares is from the date when the General Meeting and the Class General Meeting considers and approves this proposal to the earlier of the following dates: (i) at the end of the latest annual General Meeting of the Company, unless the mandate described in this proposal is updated by an ordinary resolution at the annual General Meeting, regardless of additional conditions; (ii) the date on which the Company passes a resolution at any General Meeting to revoke or change the mandate mentioned in this proposal.
At the same time, the Board of Directors requests the General Meeting to grant the Board of Directors and authorized persons of the Board of Directors to take all actions that they reasonably deem necessary to execute, complete and submit all documents that they reasonably deem necessary to implement the mandate described in this proposal.
This proposal shall be submitted to the General Meeting and Class General Meeting for deliberation. The Company's Board of Directors will issue a notice of convening a General Meeting and a Class General Meeting within the latest practicable time after the Company's H shares are listed on the Main Board of the Hong Kong Stock Exchange, and submit this proposal to the General Meeting and Class General Meeting for review.
Board of Directors of Haier Smart Home Co., Ltd.
9 November 2020
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 launched Smart Home Experiential Cloud, which connects homes, users, enterprises and ecosystem partners, and facilitates the integration of Haier's online, offline and micro-store businesses and supports user interaction to further optimize the user experience.
IR contact:
Yao Sun (Sophie) - Haier Smart Home Germany
T: +49 6172 9454 143
F: +49 6172 9454 42143
M: +49 160 9469 3601
Email: y.sun@haier.de
09.11.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de
Haier Smart Home Co., Ltd., formerly QINGDAO HAIER CO., LTD., is a China-based company principally engaged in the research, development, manufacture and sales of household electrical appliances. The Companyâs main products include refrigerators/freezers, washing machines, air-conditioners, water heaters, kitchen appliances products, small home appliances and U-home smart home products. The Company also provides the customers with integrated smart home solutions. The Company is also involved in channel integration service business, including logistics, as well as the distribution of home appliances and other products. The Company distributes its products in domestic market and to overseas markets.
Haier Smart Home Co.,Ltd.: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
HAIER SMART HOME CO., LTD. 
