Haier Smart Home Co., Ltd.
- WKN: A2JM2W
- ISIN: CNE1000031C1
- Land: China
Nachricht vom 05.03.2021 | 19:00
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]
Dissemination of a Post-admission Duties announcement according to Article 50 Para. 1, No. 2 WpHG
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 the Shanghai Stock Exchange with regard to Resolutions of the 16th Meeting of the Tenth Session of the Board of Directors.
The 16th meeting of the tenth session of the Board of Directors of Haier Smart Home Co., Ltd. (hereinafter referred to as the "Company") was convened in the afternoon of 5 March 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 12 and the actual count being 12, including Directors Wu Changqi, Lin Sui, Dai Deming, Qian Daqun, Wang Keqin, Yu Hon To David, Eva Li Kam Fun, Li Shipeng attended the meeting via conference call. 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 March 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 presided by Mr. Liang Haishan, the Chairman of the Board of Directors. The following proposals have been considered and approved after prudent deliberation by the attending Directors:
I. Proposal on Establishment of Environmental, Social and Governance Committee and Appointment of Members of Haier Smart Home Co., Ltd. (voting results: 12 voted for, 0 voted against, 0 abstained)
In order to better implement the Company's ecological brand strategy in the Internet of Things era, integrate the "Social, Environmental and Corporate Governance" concept into the corporate strategies, drive sustainable growth, create long-term value for respective stakeholders, and foster a green ecology and an intelligent life, based on the Code of Corporate Governance for Listed Companies of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited of the Stock Exchange of Hong Kong and other relevant provisions, the Board of the Company intends to establish "Environmental, Social and Governance Committee"(hereinafter referred to as the "ESG Committee") to serve as a specialized work organ which assess the Company's environmental, social and governance responsibilities as well as the risks and opportunities confronted with, and formulate the environmental, social and governance vision, goals and strategies.
The proposed members of ESG Committee include Eva Li Kam Fun, Li Huagang, Lin Sui, Qian Daqun, among which Eva Li Kam Fun serves as the convener. The tenure of the above-mentioned members shall be effective from the date of consideration and approval by the Board, and shall last until the end of the tenth session of the Board.
For details, please refer to the Announcement on Establishment of the Environmental, Social and Governance Committee and Adjustment of Members of the Specific Committees of the Board disclosed on the same date as this announcement.
II. Proposal on Formulation of the Implementing Rules of the Environmental, Social and Governance Committee of the Board of Directors of Haier Smart Home Co., Ltd. (voting results: 12 voted for, 0 voted against, 0 abstained)
In order to better promote the work of Environmental, Social and Governance Committee, the Company hereby formulates the Implementation Rules of the Environmental, Social and Governance Committee of the Board of Directors of Haier Smart Home Co., Ltd. in accordance with the Code of Corporate Governance for Listed Companies of China Securities Regulatory Commission, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited of the Stock Exchange of Hong Kong and other relevant provisions.
III. Proposal on Adjusting the Composition of Special Committees of the Board of Directors of Haier Smart Home Co., Ltd. (voting results: 12 voted for, 0 voted against, 0 abstained)
Based on the Company's demand for business development and requirements under relevant regulations, the Board of the Company intends to make adjustments on the Audit Committee and Strategy Committee, and the members of the adjusted special committees are as follows:
The tenure of the above-mentioned members of special committees of the Board shall be effective from the date of consideration and approval by the Board, and shall last until the end of the tenth session of the Board.
IV. Proposal on Election of Vice Chairman of the Company of Haier Smart Home Co., Ltd. (voting results: 12 voted for, 0 voted against, 0 abstained)
The Company intends to elect Mr. Xie Juzhi as an additional Vice Chairman of the Company.
V. Proposal on the Scheme of Repurchase of a Portion of A-share Public Shares of Haier Smart Home Co., Ltd. (voting results: 12 voted for, 0 voted against, 0 abstained)
According to the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Detailed Rules of the Shanghai Stock Exchange on Implementation of Repurchase of Shares by Listed Companies and the Opinions on the Support of Repurchase of Shares by Listed Companies and other laws and regulations and requirements of the Articles of Association, and based on the confidence in the Company's future development prospects and high recognition of the Company's value, combined with the Company's operating conditions, primary business development prospects, the Company's financial condition and future profitability, the Company intends to use its own funds to repurchase a portion of A-share public shares by means of centralized bidding transactions for the implementation of its employee stock ownership plan or stock incentive (hereinafter referred to as "the repurchase"), so as to further improve the corporate governance structure, build a long-term incentive and restraint mechanism of managerial ownership, to ensure the realization of the Company's long-term business objectives, to align the interests of all shareholders and promote revenue sharing, and to enhance the overall value of the Company.
In order to ensure the smooth implementation of the share repurchase scheme, the Company's Board of Directors authorizes the Company's Management to handle matters relating to the share repurchase. The authorized content and scope include but not limited to:
(1) establish a special securities account for the repurchase and other related matters;
(2) select a good opportunity to repurchase the Company's shares, taking into account factors such as the specific time of the repurchase, the repurchase price and the repurchase quantity;
(3) make adjustment to specific implementation plans in accordance with relevant regulations and the requirements of regulators, and handle other matters relating to the share repurchase;
(4) prepare, modify, supplement, sign, submit, report and execute the agreements, contracts and documents formed in the process of repurchasing the Company's shares and make relevant declarations
(5) handle other matters that are not stated above but are necessary for the share repurchase in accordance with relevant rules.
The aforesaid authorization shall start from the date when the repurchase scheme is considered and approved by the Company's Board of Directors and end on the completion of matters authorized as above.
For details, please refer to the Announcement on the Scheme of Repurchase of a Portion of A-share Public Shares of Haier Smart Home Co., Ltd. to be disclosed soon.
The independent Directors have issued independent opinions on this proposal.
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.
Yao Sun (Sophie) - Haier Smart Home Germany
|Company:||Haier Smart Home Co.,Ltd.|
|Haier Industrial Park, Laoshan District|
|End of News||DGAP News Service|
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