Haier Smart Home Co., Ltd.

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

Nachricht vom 05.03.2021 | 18:00

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. / Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
05.03.2021 / 18:00
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 and Resolutions at the first EGM and the first Class Meetings of 2021


Qingdao / Shanghai / Frankfurt, 05 March 2021 - Haier Smart Home Co., Ltd. (D-Share 690D.DE, A-Share 600690.SH, H-Share 06690.HK) published today an announcement on Shanghai Stock Exchange with regard to Poll Results and Resolutions at the first EGM and the Class Meetings of 2021.

I. POLL RESULTS OF THE EGM AND THE CLASS MEETINGS

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 2:30 p.m. on Friday, 5 March 2021 at Haier University, Haier Industrial Park, Laoshan District, Qingdao, the PRC. All resolutions have been duly adopted.

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 Börse. The on-site meeting was presided over by Ms. TAN Lixia, Vice Chairman of the Board of the Company.

As of the date of the EGM, the Company had a total of 9,284,895,068 shares in issue. Shareholders or their proxies holding 5,402,912,205 shares in the Company carrying voting rights (representing approximately 58.19% of the total share capital of the Company in issue as of 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:

Resolution In favor Against Abstention
Number of shares Percentage (%) Number of shares Percentage (%) Number of shares Percentage (%)
1. Consider and approve the resolution on the amendments to the Articles of Association of Haier

Smart Home Co., Ltd.
5,393,278,516 99.8217 154,216 0.0029 9,479,473 0.1755
The resolution has been duly adopted as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the EGM cast in favor thereof.
2. Consider and approve the resolution on the appointment of international accounting standards auditor for 2020 5,247,212,435 97.1182 113,086,392 2.0931 42,613,378 0.7887
The resolution has been adopted as an ordinary resolution with over one-half of valid votes held by Shareholders (including proxies) attending the EGM cast in favor thereof.
3. Consider and approve the resolution on the general mandate for the repurchase of H-Shares upon the completion of the listing byway of introduction 5,400,978,450 99.9642 766,246 0.0142 1,167,509 0.0216
The resolution has been duly adopted as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the EGM cast in favor thereof.
 
Resolution on (cumulative voting) Number of votes received Number of votes received as a percentage of the valid voting rights present at the meeting (%)
4. Consider and approve the resolution on the election of additional Directors of the Company, with the following items to be voted upon separately:  
4.1 Consider and approve the resolution on the election of Mr. XIE Ju Zhi as an additional Director of the Company 4,912,684,332 90.9266
4.2 Consider and approve the resolution on the election of Mr. YU Hon To, David as an additional Director of the Company 4,082,924,326 75.5690
4.3 Consider and approve the resolution on the election of Ms. Eva LI Kam Fun as an additional Director of the Company 4,904,608,695 90.7771
The resolutions set out above have been duly adopted as ordinary resolutions with a majority vote of over one-half cast in favor thereof.
5. Consider and approve the resolution on the election of additional Independent Non-executive Director (Mr. LI Shipeng) 5,043,627,604 93.3502
The resolution has been duly adopted as an ordinary resolution with a majority vote of over one-half cast in favor thereof.

2. Poll results of the A-Shares Class Meeting

As of the date of the A-Shares Class Meeting, the Company had a total of 6,308,552,654 A-Shares in issue, which was the total number of shares entitled to vote on the resolutions at the A-Shares Class Meeting. 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 favor of any resolution at the meeting under the Listing Rules.

Shareholders and Shareholders' proxies attending the A-Shares Class Meeting held a total of 3,389,819,287 A-shares, representing 53.73% 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:

Resolution In favor Against Abstention
Number of shares Percentage (%) Number of shares Percentage (%) Number of shares Percentage (%)
1. Consider and approve the resolution on the general mandate for the repurchase of H-Shares upon the completion of the listing by way of introduction 3,389,113,287 99.9792 702,000 0.0207 4,000 0.0001
The resolution has been duly adopted as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the A-Shares Class Meeting cast in favor thereof.
 

3. Poll results of the D-Shares Class Meeting

As of 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. 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 favor of any resolution at the meeting under the Listing Rules.

Shareholders and Shareholders' proxies attending the D-Shares Class Meeting held a total of 136,331,271 D-Shares, representing 50.30% 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:

Resolution In favor Against Abstention
Number of shares Percentage (%) Number of shares Percentage (%) Number of shares Percentage (%)
1. Consider and approve the resolution on the general mandate for the repurchase of H-Shares upon the completion of the listing by way of introduction 136,201,482 99.9048 67,780 0.0497 62,009 0.0455
The resolution has been duly adopted as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the D-Shares Class Meeting cast in favor thereof.
 

4. Poll results of the H-Shares Class Meeting

As of the date of the H-Shares Class Meeting, the Company had a total of 2,705,328,441 H-shares in issue, which was the total number of shares entitled to vote on the resolutions at the H-Shares Class Meeting. 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 favor of any resolution at the meeting under the Listing Rules. Shareholders and Shareholders' proxies attending the H-Shares Class Meeting held a total of 1,827,803,082 H-shares, representing 67.56% 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:

Resolution In favor Against Abstention
Number of shares Percentage (%) Number of shares Percentage (%) Number of shares Percentage (%)
1. Consider and approve the resolution on the general mandate for the repurchase of H-Shares upon the completion of the listing by way of introduction 1,826,704,466 99.9399 16 0.0000 1,098,600 0.0601
The resolution has been duly adopted as a special resolution with over two-thirds of valid votes held by Shareholders (including proxies) attending the H-Shares Class Meeting cast in favor thereof.
 

5. Witnessing Lawyer

King & Wood Mallesons Beijing has expressed its opinion as witness to the EGM and the Class Meetings. In the opinion of the witnessing lawyer, (i) the convening of the EGM and the Class Meetings and the procedures thereof are in compliance with the provisions of pertinent laws, regulations, regulatory documents and the Articles of Association; (ii) the eligibility of the persons attending and the eligibility of the convenor of the EGM and the Class Meetings is legal and valid and in compliance with the provisions of pertinent laws, regulations, regulatory documents and the Articles of Association; and (iii) the voting procedures of the EGM are in compliance with the provisions of pertinent laws, regulations, regulatory documents and the Articles of Association and the voting results are legal and valid.
 

II. APPOINTMENT OF DIRECTORS

The resolutions appointing Mr. XIE Juzhi as executive Director of the Company, Mr. YU Hon To, David and Ms. Eva LI Kam Fun as non-executive Directors of the Company and Mr. LI Shipeng as Independent Non-executive Director of the Company have been duly adopted as ordinary resolutions. Their term of office shall commence on the date on which their appointments are approved at the general meeting of the Company and end on the date on which the term of the current session of the Board expires. The biographical details of the aforementioned candidates for Directors are set out in the Invitation. Mr. XIE Juzhi was appointed Vice Chairman of the Company by the Board on 5 March 2021. In accordance with the Articles of Association of the Company, the Vice Chairman shall assist in the work of the Chairman of the Company, and shall perform the duties of the Chairman where the Chairman is unable to or does not perform his duties. Save as disclosed above, there has been no change to the biographical details of the aforementioned candidates for Directors as of the date of this announcement.

As of the latest practicable date, save as disclosed in the Invitation, none of the Director candidates has held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, or served other positions in other members of the Group, or held other major appointments or professional qualifications during the past three years. The Director candidates do not have other relationships with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company and do not hold any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There is or was no information which is required to be disclosed pursuant to the requirements set out in 13.51(2) (h) to (v) of the Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders of the Company. If appointed, the Company will enter into service contracts with each of the appointed Directors. Their allowance as Directors shall be consistent with that provided to the current Directors of the tenth session of the Board (RMB200,000 per annum per person).

III. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The resolution on the amendments to the Articles of Association has been duly adopted as a special resolution. For details of such amendments, please refer to the Invitation. The Articles of Association as amended shall come into effect on the date of this announcement. The full text of the amended Articles of Association is available on the respective websites of Shanghai Stock Exchange (http://www.sse.com.cn), The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://smart-home.haier.com).

 

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



05.03.2021 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de



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