Haier Smart Home Co., Ltd.

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

Nachricht vom 30.04.2019 | 08:30

Qingdao Haier Co.,Ltd.: Announcement of Resolutions taken in the 27th Meeting of the 9th Session of the Board of Directors and in the 23rd Meeting of the 9th Session of the Board of Supervisors

DGAP-News: Qingdao Haier Co.,Ltd. / Key word(s): Miscellaneous

30.04.2019 / 08:30
The issuer is solely responsible for the content of this announcement.


Announcement of Resolutions taken in the 27th Meeting of the 9th Session of the Board of Directors and in the 23rd Meeting of the 9th Session of the Board of Supervisors

Qingdao / Shanghai / Frankfurt, April 30, 2019 - Qingdao Haier Co., Ltd. (D-Share ISIN CNE1000031C, A-Share ISIN CNE000000CG9, "Qingdao Haier" or the "Company") published a series of mandatory announcements in accordance with applicable trading rules of the Shanghai Stock Exchange and applicable PRC laws in relation to resolutions taken by the 27th Meeting of the 9th Session of the Board of Directors and by the 23rd Meeting of the 9th Session of the Board of Supervisors on April 29, 2019.

The resolutions taken include

- the Approval of the 2018 Financial Report of the Company, the 2018 Annual Report of the Company and the 2018 Corporate Social Responsibility Report;

- the Proposal of Profit Distribution 2018;

- the Proposal on Election of a New Session of the Board of Directors and Election of Independent and Non-Independent Directors and the Proposal on Allowances of Directors of 10th session of the Board of Directors;

- the Proposal on Renewing Engagement of Accounting Firm;

- the Proposals on Prediction on Daily Related-Party Transaction in 2019, on the Prediction on Providing Guarantees for Subsidiaries in 2019, on Conducting Foreign Exchange Funds Derivatives Business and on Conducting Hedging Business of Bulk Materials;

- proposals relating to an amendment of the Articles of Association, the Rules of Procedure for the General Meeting and other rules of procedure for the different compare bodies of the Company;

- the approval of the first Quarterly Report of 2019; and

- a number further approvals and resolutions in advance and preparation of the annual general shareholder meeting

For a complete list of the resolutions taken by the 27th Meeting of the 9th Session of the Board of Directors and by the 23rd Meeting of the 9th Session of the Board of Supervisors, see below; the full text of the resolutions taken by the Board of Directors and the Board of Supervisors can be inspected on the Company's website under www.haier.net/en/investor_relations/haier/gsgg/.

In relation to the resolutions taken by the Board of Directors and the Board of Supervisors on April 29, 2019, the following documents have been published by the Company and are available for inspection on the Company's website under www.haier.net/en/investor_relations/haier/gsgg/:
 

- Announcement on Resolutions of the 27th Meeting of the 9th Session of the Board of Directors on the approval of
(i) the 2018 Financial Report of the Company (subject to approval by AGM)

(ii) the 2018 Annual Report of the Company and its summary (subject to approval by AGM)

(iii) the Work Report of the Board in 2018 (subject to approval by AGM)

(iv) the 2018 Corporate Social Responsibility Report

(v) the Internal Control Evaluation Report

(vi) the 2018 Internal Control Audit Report (subject to approval by AGM); see also the "Internal Control Audit Report" on the website of the Company under the address stated above

(vii) the Proposal of Profit Distribution 2018 (subject to approval by AGM)

(viii) the Proposal on Renewing Engagement of Accounting Firm (subject to approval by AGM)

(ix) the Proposal on Prediction on Daily Related-Party Transaction in 2019 (subject to approval by AGM)

(x) the Proposal on Prediction on Providing Guarantees for Subsidiaries in 2019 (subject to approval by AGM)

(xi) the Proposal on Conducting Foreign Exchange Funds Derivatives Business (subject to approval by AGM)

(xii) the Proposal on Conducting Hedging Business of Bulk Materials

(xiii) the Phase IV Stock Ownership Scheme of Core Employees of the Company; see also the "Summary of Phase IV Stock Ownership Scheme of Core Employee Ownership Scheme of Qingdao Haier Ci., Ltd" and the "Phase IV Stock Ownership Scheme of Core Employee Ownership Scheme of Qingdao Haier Ci., Ltd" on the website of the Company under the address stated above

(xiv) the first Quarterly Report of 2019

(xv) the Proposal on Amending the Articles of Association (subject to approval by AGM)

(xvi) the Proposal on Amending the Rules of Procedure for the General Meeting (subject to approval by AGM)

(xvii) the Proposal on Amending the Rules of Procedure for the Board of Directors (subject to approval by AGM)

(xviii) the Proposal on Amending the Rules of Procedure for the Board of Supervisors (subject to approval by AGM)

(xix) the Proposal on Amending the Implementation Rules for the Audit Committee under the Board of Directors; see also the "Implementation Rules for the Audit Committee under the Board of Directors (Revised in 2019)" on the website of the Company under the address stated above

(xx) the Proposal on Amending the Implementation Rules for the Strategy Committee under the Board of Directors; see also the "Implementation Rules for the Strategy Committee under the Board of Directors (Revised in 2019)" on the website of the Company under the address stated above

(xxi) the Proposal on Amending the Implementation Rules for the Remuneration and Appraisal Committee under the Board of Directors; see also the "Implementation Rules for the Remuneration and Appraisal Committee under the Board of Directors (Revised in 2019)" on the website of the Company under the address stated above

(xxii) the Proposal on Amending the Implementation Rules for the Nomination Committee under the Board of Directors; see also the "Implementation Rules for the Nomination Committee under the Board of Directors (Revised in 2019)" on the website of the Company under the address stated above

(xxiii) the Proposal on Amending the Rules Governing the Holding of Shares in the Company by Directors, Supervisors, and Senior Management; see also the "Management Rules with regard to the Holding of and Changes in the Shares of the Company by Directors, Supervisors and Senior Management (Revised in 2019)" on the website of the Company under the address stated above

(xxiv) the Proposal on Amending the Work Rules of the Secretary of the Board of Directors; see also "The Secretary of the Board of Directors Work System" on the website of the Company under the address stated above

(xxv) the Proposal on Amending the Information Disclosure Management System; see also the "Information Disclosure Regulation of Qingdao Haier Co., Ltd." on the website of the Company under the address stated above

(xxvi) the Proposal on Formulating the Administrative Measures for Hedging Business of Bulk Material (subject to approval by AGM); see also the "Administrative Measures of Hedging Business of Bulk Materials of Qingdao Haier Co., Ltd." on the website of the Company under the address stated above

(xxvii) the Proposal on Formulating the Management System for the Entrusted Wealth Management (subject to approval by AGM); see also the "Management Measures for Conducting Wealth Management of Qingdao Haier Co., Ltd." on the website of the Company under the address stated above

(xxviii) the Proposal on Election of a New Session of the Board of Directors and Election of Independent Directors (subject to approval by AGM); see also the "Declaration of Nominator of Independent Director" and "Declaration of Candidate for Independent Director" on the website of the Company under the address stated above

(xxix) the Proposal on Election of a New Session of the Board of Directors and Election of Non-Independent Directors (subject to approval by AGM)

(xxx) the Proposal on Allowances of Directors of 10th session of the Board of Directors (subject to approval by AGM)

(xxxi) the Proposal on Changing Part of the Investment Projects of Funds Raised from Convertible Corporate Bonds (subject to approval by Bondholders Meeting)

(xxxii) Proposal on Using Capital Raised to Replace Self-Raised Funds Pre-Invested in Investment Projects Financed by Proceeds; see also the "Authentication Report of Qingdao Haier Co., Ltd. Of Replacing Pre-investments in Fundraising and Investment Projects with Capital Raised by Itself" and the "Inspection Opinions of China International Capital Cooperation Limited on Qingdao Haier Co., Ltd.'s Use of Capital Raised to Replace Capital Raised by Itself for Investment Projects of Pre-invested Capital Raised and Change of Some Fundraising and Investment Projects" on the website of the Company under the address stated above

(xxxiii) Proposal on Engagement of General Manager

(xxxiv) Proposal on Convening the 2018 Annual General Meeting

(xxxv) Proposal on Convening the First Bondholders Meeting 2019

In relation to the foregoing agenda items, see also the "Opinions given by the Independent Directors of Qingdao Haier Co., Ltd. on the relevant Issues at the 27th Meeting of the 9th Session of the Board of Directors" on the website of the Company under the address stated above.
 

- Announcement of Resolutions of the 23rd Meeting of the 9th Session of the Board of Supervisors on the approval of
(i) the Work Report of the Board of Supervisors in 2018 (subject to approval by AGM)

(ii) the 2018 Financial Report (subject to approval by AGM)

(iii) the Report on the Review of the 2018 Annual Report and its summary (subject to approval by AGM)

(iv) the 2018 Internal Control Audit Report (subject to approval by AGM); see also the "2018 Internal Control Assessment Report" on the website of the Company under the address stated above

(v) the Proposal of Profit Distribution in 2018 (subject to approval by AGM)

(vi) the Proposal on the Prediction on Daily Related-party Transaction in 2019 (subject to approval by AGM)

(vii) the Proposal on Prediction on Providing Guarantees for Subsidiaries in 2019 (subject to approval by AGM)

(viii) the Proposal on Conducting Foreign Exchange Funds Derivative Business (subject to approval by AGM)

(ix) the Proposal on Conducting Hedging Business of Bulk Materials

(x) the 2018 Internal Control Evaluation Report

(xi) the 2018 Corporate Social Responsibility Report

(xii) the Phase IV Stock Ownership Scheme of Core Employee Stock Ownership Scheme

(xiii) the Report on the Review of the First Quarterly Report of 2019

(xiv) the Proposal on Election of a New Session of the Board of Supervisors (subject to approval by AGM)

(xv) the Proposal on Changing Prat of the Investment Project of Funds Raised from Convertible Corporate Bonds (subject to approval by AGM)

(xvi) the Proposal on Using Capital Raised to Replace Self-Raised Funds Pre-Invested in Investment Projects Financed by Proceeds
 

- Announcement on Reviewing Engagement of Accounting Firm
The 27th meeting of the 9th session of the Board of Directors considered and approved the proposal on reviewing engagement of accounting firm.


- Announcement of Prediction on Daily Related-party Transactions in 2019
Compilation of matters related to the daily related-parties transactions expected to be carried out in 2019, which shall be submitted to the annual general meeting of the Company for consideration and approval.


- Announcement on Prediction on Providing Guarantees for Subsidiaries in 2019
Compilation of Guarantees expected to be provided to subsidiaries in 2019, which shall be submitted to the annual general meeting of the Company for consideration and approval.


- Announcement on Conducting Foreign Exchange Funds Derivative Business
Proposal on Conducting Foreign Exchange Funds Derivative Business, which shall be submitted to the annual general meeting of the Company for consideration and approval.


- Announcement on Proposal on Conducting Hedging Business of Bulk Materials
Proposal on Conducting Hedging Business of Bulk Materials by the Company, considered and approved by the 27th meeting of the 9th session of the Board of Directors


- Announcement on Amending the Articles of Association
Proposal on the amendment of the Articles of Association of the Company, which shall be submitted to the annual general meeting of the Company for consideration and approval


- Announcement on Election of a New Session of the Board of Directors
Proposal on the election of a new session of the board of directors of the Company, election of independent directors and non-independent directors, which shall be submitted to the annual general meeting of the Company for consideration and approval


- Announcement on Election of a New Session of the Board of Supervisors
Proposal on the election of a new session of the board of supervisors, which shall be submitted to the annual general meeting of the Company for consideration and approval


- Announcement on General Election of Employee Supervisors
Announcement of the election of the employee representative on the Company's board of supervisors by the 2nd Employee Representative Meeting


- Announcement on Change of Some Investments Projects of Capital Raised from Convertible Corporate Bonds
Proposal on the change of some investment projects of capital raised from the Convertible Corporate Bonds of the Company, which shall be submitted to the annual general meeting of the Company for consideration and approval


- Announcement in Relation to Using Raised Funds to Replace Self-Raised Funds Previously invested in the Investment Project Financed by the Raised Funds
Announcement of the replacement of self-raised funds previously invested in the investment project finance by the funds raised under the issue of the convertible corporate bonds


- Announcement for Engagement of General Manager
Announcement of the resolution of the 27th meeting of the 9th session of the Board of Directors on the engagement of a General Manager of the Company


- Notice on Convening the 2018 Annual General Meeting in 2019
Notice on the date of convening the 2018 Annual General Meeting on 28 June 2019 and further details on the voting system


- Notice on Convening the 1st Bondholders Meeting in 2019
Notice on the convening of the 1st Bondholders meeting on May 29th 2019 to vote on the proposal on change of investment projects with capital raised from Convertible Bonds


All the documents above can also be found on the Company's website under http://www.haier.net/en/investor_relations/haier/gsgg/

IR contact:
Yao Sun (Sophie) - Qingdao Haier Germany
T: +49 6172 9454 143
F: +49 6172 9454 42143
M: +49 160 9469 3601
Email: y.sun@haier.de



30.04.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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