Haier Smart Home Co., Ltd.

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

Nachricht vom 07.02.2021 | 16:48

Haier Smart Home Co.,Ltd.: Announcement On Proposed Amendments To The Articles Of Association

Haier Smart Home Co.,Ltd. / Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
07.02.2021 / 16:48
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 / 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 and on the Hongkong Stock Exchange with regard to Proposed Amendments To The Articles Of Association.

The board of directors (the ''Board'') of Haier Smart Home Co., Ltd. (the ''Company'') hereby announces that, the Board meeting held on 7 February 2021 considered and approved, among others, a resolution regarding the amendments to the Articles of Association of the Company (the ''Articles of Association'').

Following the completion of the listing of H shares by way of introduction and the transaction of the privatisation of Haier Electronics Group Co., Ltd. (Stock Code: 1169) by the Company, for the purpose of better realising the synergy, further optimising corporate governance, improving the environmental, social and governance standard of the Company, attracting excellent talents and speeding up the implementation of the Internet of Things Strategy, the Company intends to amend the relevant provisions of the existing Articles of Association in relation to corporate governance.

The details of the proposed amendments to the Articles of Association are set out in Appendix I to this announcement.

The Board agrees to submit the above proposed amendments to the Articles of Association at the Company's 2021 First Extraordinary General Meeting (the ''EGM'') 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 EGM, will be despatched to the shareholders of the Company in due course.

The amended Articles of Association will become effective on the date of approval by the EGM. Before the proposed amendments come into effect, the existing Articles of Association continue to be valid.

The Board of Directors
Haier Smart Home Co., Ltd.

Appendix I: Details of the proposed amendments to the Articles of Association

No. Original provisions Amended provisions
1 Article 200 The Company shall establish a Board of Directors which is accountable to the shareholders' general meeting.

The Board of Directors shall comprise nine directors, of whom three shall be independent directors. There shall be one Chairman and one or two deputy chairmen.
Article 200 The Company shall establish a Board of Directors which is accountable to the shareholders' general meeting.

The Board of Directors shall comprise eight to thirteen directors, of whom three to five shall be independent directors. There shall be one Chairman and one or two deputy chairmen.
 
2 Article 205 The Board of Directors of the Company shall establish special committees such as strategy committee, audit committee, nomination committee and remuneration and evaluation committee according to the relevant resolutions of the shareholder's general meeting. All members of special committees shall comprise directors. Independent directors shall be the majority in the audit committee, nomination committee, remuneration and evaluation committee and shall serve as conveners. The audit committee shall consist entirely of non-executive directors, shall have at least three members and shall have at least one independent director who is an accounting professional or has the appropriate accounting or relevant financial management expertise required under the Hong Kong Listing Rules. Article 205 The Board of Directors of the Company shall establish special committees such as strategy committee, audit committee, nomination committee, remuneration and evaluation committee, environmental, social and governance committee etc. according to the relevant resolutions of the shareholder's general meeting. All members of special committees shall comprise directors. Independent directors shall be the majority in the audit committee, nomination committee, remuneration and evaluation committee and shall serve as conveners. The audit committee shall consist entirely of non-executive directors, shall have at least three members and shall have at least one independent director who is an accounting professional or has the appropriate accounting or relevant financial management expertise required under the Hong Kong Listing Rules.
 
3   Article 210 In accordance with the
domestic and overseas regulatory requirements, the environmental, social and governance committee under the Board of Directors is mainly responsible for the management of corporate governance, environmental and social responsibilities of the Company and make relevant recommendations to the Board of Directors, which includes:

(I) Guide and review the formulation of the Company's environmental, social and governance vision and strategies, and report and make recommendations to the Board;

(II) Evaluate and classify the Company's environmental, social and governance risks and opportunities, and report and make recommendations to the Board;

(III) Review the implementation of the Company's environmental, social and governance work and internal control system, and report and make recommendations to the Board on their appropriateness and effectiveness;

(IV) Review and monitor the Company's relevant environmental, social and governance objectives and its implementation, and report and make recommendations to the Board;

(V) Review the social responsibility report disclosed by the Company to the public, and report and make recommendations to the Board;

(VI) Conduct research and make recommendations on other major environmental, social and governance matters and emergencies that affect the Company;

(VII) Inspect the implementation of the above matters;

(VIII) Other matters authorised by the Board.

(The subsequent provisions number sequence should be reordered in proper sequence upon the addition of above contents.)
 
4 Article 334 The Articles of Association shall be considered and approved by the general meeting of shareholders of the Company and shall come into force on the date when the foreign shares (H-share) listed abroad are listed on the Stock Exchange of Hong Kong. The original Articles of Association of the Company and all amendment thereto shall automatically become invalid upon the date when the Articles of Association become effective.
 
Article 335 The Articles of Association shall come into force on the date when it is considered and approved by the general meeting of shareholders of the Company. The original Articles of Association of the Company and all amendment thereto shall automatically become invalid upon the date when the Articles of Association become effective.
5 The expression of ''manager'' in the Articles of Association
 
Amended to ''president''
6 The expression of ''deputy manager'' in the Articles of Association Amended to ''vice-president''


07.02.2021 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de



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