Haier Smart Home Co., Ltd.

  • WKN: A2JM2W
  • ISIN: CNE1000031C1
  • Land: China

Nachricht vom 15.09.2021 | 19:33

Haier Smart Home Co.,Ltd.: ANNOUNCEMENT ON POLL RESULTS OF THE SECOND EGM AND THE THIRD CLASS MEETINGS OF 2021

Haier Smart Home Co.,Ltd. / Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
15.09.2021 / 19:33
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 POLL RESULTS OF THE SECOND EGM AND THE THIRD CLASS MEETINGS OF 2021

Qingdao / Shanghai / Frankfurt / Hongkong, 15 September 2021 - Haier Smart Home Co., Ltd. (the ''Company'' or ''Haier Smart Home'', D-Share 690D.DE, A-Share 600690.SH, H-Share 06690.HK) today published an announcement on Shanghai Stock Exchange and Hongkong Stock Exchange with regard to the Poll Results of the Second EGM and the Third Class Meetings of 2021. Reference is made to the Notice of the Second EGM of 2021 (the ''EGM'') and the Notice of the Third D-Shares Class Meeting of 2021 (the ''D-Shares Class Meeting'') (collectively, the ''Notices'') dated 04 August 2021 and the circular to Shareholders dated 31 August 2021 (the ''Circular'') of Haier Smart Home Co., Ltd. (the ''Company'').

1. Poll results of the EGM
The board of directors (the ''Board'') of the Company is pleased to announce that the EGM was held at 2:00 p.m. CST on Wednesday, 15 September 2021 at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, the PRC. All resolutions have been duly passed.

The meeting was convened by the Board and voting was conducted through a combination of on-site voting and online voting. The convening of the meeting was in compliance with the Company Law of the People's Republic of China, the Articles of Association, and pertinent provisions of the Shanghai Stock Exchange, Hong Kong Stock Exchange and Deutsche Boerse. The on-site meeting was presided over by the Chairman of the Company.

As at the date of the EGM, the Company had a total of 9,394,614,113 shares in issue, which was the total number of shares entitling Shareholders to attend and vote in favour of, against or in abstention on the resolutions at the EGM. If a Participant is also a Shareholder, he/she and his/her respective associates, who are entitled to exercise control over the voting right in respect of their shares, are required to abstain from voting on the proposed resolutions for the adoption of the Share Option Incentive Scheme and related matters. Save as disclosed above, to the knowledge of the Directors, no Shareholder or its associate (as defined in the Listing Rules) is deemed to have a material interest in any of the resolutions to be proposed at the EGM, and therefore, there was no Shareholder who was required to abstain from voting on any resolution proposed at the EGM, nor any Shareholder who was entitled to attend the EGM but was required to abstain from voting in favour of any resolution at the meeting pursuant to Rule 13.40 of the Listing Rules. No person has indicated in the Circular that he or she intends to vote against or in abstention in respect of any resolution proposed at the EGM.

Shareholders or their proxies holding 5,996,610,506 shares in the Company carrying voting rights (representing approximately 63.83% of the total share capital of the Company in issue as at the date of the EGM) attended the EGM.

In accordance with the provisions of the Listing Rules, voting on the resolutions at the EGM was conducted by way of poll. The voting results in respect of the resolutions proposed at the EGM are set out as follows:

Special resolution In favour Against Abstention
Number of shares Percentage

(%)
Number of shares Percentage

(%)
Number of shares Percentage

(%)
1. To consider and approve the 2021 A-Share Option Incentive Scheme (draft) of Haier Smart Home Co.,
Ltd. and its summary.
5,957,923,083 99.3548 32,256,154 0.5379 6,431,269 0.1072
The resolution has been duly passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the EGM cast in favour thereof.
2. To consider and approve the Appraisal Management Measures of the 2021 A-Share Option Incentive Scheme of Haier Smart
Home Co., Ltd.
5,962,235,933 99.4268 27,943,304 0.4660 6,431,269 0.1072
The resolution has been passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the EGM cast in favour thereof.
3. To consider and approve the proposal to the general meeting to grant authority to the Board and such persons as delegated by the Board to handle in full discretion all matters in connection with the 2021 A-Share Option Incentive
Scheme of the Company.
5,962,225,283 99.4266 27,953,954 0.4662 6,431,269 0.1072
The resolution has been duly passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the EGM cast in favour thereof.
 

2. Poll results of the A-Shares Class Meeting
As at the date of the A-Shares Class Meeting, the Company had a total of 6,308,552,654 A-Shares in issue, 6,262,154,495 of which was the total number of shares entitled to vote on the resolutions at the A-Shares Class Meeting. If a Participant is also a Shareholder, he/she and his/her respective associates, who are entitled to exercise control over the voting right in respect of their shares, are required to abstain from voting on the proposed resolutions for the adoption of the Share Option Incentive Scheme and related matters. Save as disclosed above, to the knowledge of the Directors, no Shareholder or its associate (as defined in the Listing Rules) is deemed to have a material interest in any of the resolutions to be proposed at the A-Shares Class Meeting, and therefore, there was no Shareholder who was required to abstain from voting on any resolution proposed at the A-Shares Class Meeting, nor any Shareholder who was entitled to attend the A-Shares Class Meeting but was required to abstain from voting in favour of any resolution at the meeting pursuant to Rule 13.40 of the Listing Rules. No person has indicated in the Circular that he or she intends to vote against or in abstention in respect of any resolution proposed at the A-Shares Class Meeting.

Shareholders and Shareholders' proxies attending the A-Shares Class Meeting held a total of 3,850,245,299 A-Shares, representing 61.48% of the total number of A-Shares in the Company carrying voting rights.

Details of Shareholders attending the A-Shares Class Meeting are set out as below:

Special resolution In favour Against Abstention
Number of shares Percentage

(%)
Number of shares Percentage

(%)
Number of shares Percentage

(%)
1. To consider and approve the 2021 A-Share Option Incentive Scheme (draft) of Haier Smart Home Co.,
Ltd. and its summary.
3,840,117,209 99.7369 10,030,890 0.2605 97,200 0.0025
The resolution has been duly passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the A-Shares Class Meeting cast in favour thereof.
2. To consider and approve the Appraisal Management Measures of the 2021 A-Share Option Incentive Scheme of Haier Smart
Home Co., Ltd.
3,840,741,609 99.7532 9,406,490 0.2443 97,200 0.0025
The resolution has been passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the A-Shares Class Meeting cast in favour thereof.
3. To consider and approve the proposal to the general meeting to grant authority to the Board and such persons as delegated by the Board to handle in full discretion all matters in connection with the 2021 A-Share Option Incentive
Scheme of the Company.
3,840,741,409 99.7532 9,406,690 0.2443 97,200 0.0025
The resolution has been duly passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the A-Shares Class Meeting cast in favour thereof.
 

3. Poll results of the D-Shares Class Meeting
As at the date of the D-Shares Class Meeting, the Company had a total of 271,013,973 D-Shares in issue, which was the total number of shares entitled to vote on the resolutions at the D-Shares Class Meeting. If a Participant is also a Shareholder, he/she and his/her respective associates, who are entitled to exercise control over the voting right in respect of their shares, are required to abstain from voting on the proposed resolutions for the adoption of the Share Option Incentive Scheme and related matters. Save as disclosed above, to the knowledge of the Directors, no Shareholder or its associate (as defined in the Listing Rules) is deemed to have a material interest in any of the resolutions to be proposed at the D-Shares Class Meeting, and therefore, there was no Shareholder who was required to abstain from voting on any resolution proposed at the D-Shares Class Meeting, nor any Shareholder who was entitled to attend the D-Shares Class Meeting but was required to abstain from voting in favour of any resolution at the meeting pursuant to Rule 13.40 of the Listing Rules. No person has indicated in the Circular that he or she intends to vote against or in abstention in respect of any resolution proposed at the D-Shares Class Meeting.

Shareholders and Shareholders' proxies attending the D-Shares Class Meeting held a total of 149,499,080 D-Shares, representing 55.16% of the total number of D-Shares in the Company carrying voting rights.

Details of Shareholders attending the D-Shares Class Meeting are set out as below:

Special resolution In favour Against Abstention
Number of shares Percentage

(%)
Number of shares Percentage

(%)
Number of shares Percentage

(%)
1. To consider and approve the 2021 A-Share Option Incentive Scheme (draft) of Haier Smart Home Co.,
Ltd. and its summary.
148,698,988 99.4648 256,554 0.1716 543,538 0.3636
The resolution has been duly passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the D-Shares Class Meeting cast in favour thereof.
2. To consider and approve the Appraisal Management Measures of the 2021 A-Share Option Incentive Scheme of Haier Smart
Home Co., Ltd.
148,699,238 99.4650 256,304 0.1714 543,538 0.3636
The resolution has been passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the D-Shares Class Meeting cast in favour thereof.
3. To consider and approve the proposal to the general meeting to grant authority to the Board and such persons as delegated by the Board to handle in full discretion all matters in connection with the 2021 A-Share Option Incentive
Scheme of the Company.
148,688,788 99.4580 266,754 0.1784 543,538 0.3636
The resolution has been duly passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the D-Shares Class Meeting cast in favour thereof.
 

4. Poll results of the H-Shares Class Meeting
As at the date of the H-Shares Class Meeting, the Company had a total of 2,815,047,486 H-Shares in issue, which was the total number of shares entitled to vote on the resolutions at the H-Shares Class Meeting. If a Participant is also a Shareholder, he/she and his/her respective associates, who are entitled to exercise control over the voting right in respect of their shares, are required to abstain from voting on the proposed resolutions for the adoption of the Share Option Incentive Scheme and related matters. Save as disclosed above, to the knowledge of the Directors, no Shareholder or its associate (as defined in the Listing Rules) is deemed to have a material interest in any of the resolutions to be proposed at the H-Shares Class Meeting, and therefore, there was no Shareholder who was required to abstain from voting on any resolution proposed at the H-Shares Class Meeting, nor any Shareholder who was entitled to attend the H-Shares Class Meeting but was required to abstain from voting in favour of any resolution at the meeting pursuant to Rule 13.40 of the Listing Rules. No person has indicated in the Circular that he or she intends to vote against or in abstention in respect of any resolution proposed at the H-Shares Class Meeting.

Shareholders and Shareholders' proxies attending the H-Shares Class Meeting held a total of 2,055,477,618 H-Shares, representing 73.02% of the total number of H-Shares in the Company carrying voting rights.

Details of Shareholders attending the H-Shares Class Meeting are set out as below:

Special resolution In favour Against Abstention
Number of shares Percentage (%) Number of shares Percentage (%) Number of shares Percentage

(%)
1. To consider and approve the 2021 A-Share Option Incentive Scheme (draft) of Haier Smart Home Co.,
Ltd. and its summary.
2,009,328,347 97.7548 45,741,791 2.2254 407,480 0.0198
The resolution has been duly passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the H-Shares Class Meeting cast in favour thereof.
2. To consider and approve the Appraisal Management Measures of the 2021 A-Share Option Incentive Scheme of Haier Smart
Home Co., Ltd.
2,013,016,547 97.9342 42,053,591 2.0459 407,480 0.0198
The resolution has been passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the H-Shares Class Meeting cast in favour thereof.
3. To consider and approve the proposal to the general meeting to grant authority to the Board and such persons as delegated by the Board to handle in full discretion all matters in connection with the 2021 A-Share Option Incentive
Scheme of the Company.
2,012,889,147 97.9341 42,053,591 2.0461 407,480 0.0198
The resolution has been duly passed as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the H-Shares Class Meeting cast in favour thereof.
 

5. Witnessing Lawyer
Zhong Lun Law Firm has expressed its opinion as witness to the EGM and the Class Meetings. In the opinion of the witnessing lawyer, the convening of the EGM and the Class Meetings, the eligibility of the persons attending the meeting, the eligibility of the convenor and voting procedures and the poll results are in compliance with the relevant laws, regulations and rules, including the Company Law and Rules on Shareholders' General Meetings and the relevant provisions of the Articles of Association. The voting results are legal and valid.

Tricor Investor Services Limited (H-Share registrar of the Company), Zhong Lun Law Firm (PRC legal advisor of the Company), the Shareholders' representatives and supervisors' representatives of the Company jointly acted as vote counters and scrutineers at the general meeting.


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



15.09.2021 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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