DGAP Post-admission Duties announcement: Haier Smart Home Co.,Ltd. / Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
Haier Smart Home Co.,Ltd.: Announcement of the Resolutions of the 13th Meeting of the tenth Session of the Supervisory Board

30.03.2021 / 19:58
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 of the Resolutions of the 13th Meeting of the tenth Session of the Supervisory Board

Qingdao / Shanghai / Frankfurt, 30 March 2021 - Haier Smart Home Co., Ltd. (D-Share690D.DE,A-Share 600690.SH, H-Share 6690.HK, 'Haier Smart Home' or the 'Company') published today an announcement with regard to the resolutions of the 13th meeting of the tenth session of the Supervisory Board.

The 13th Meeting of the Tenth Session of the Supervisory Board of Haier Smart Home Co., Ltd. was held in the morning on 30 March 2021 at Conference Room 118, Ecological Brand Center Building, Haier Information Industry Park. The meeting was expected to be attended by 3 supervisors, and 3 supervisors actually present, representing 100% of the total number of the supervisors of the Company, and the quorum stipulated in the Articles of Association of the Company is met. The senior management personnel of the Company attended the meeting. The notice of the meeting was sent by mail on 23 March 2021, and the notice and convening of this meeting were in compliance with the provisions of the Company Law and the Articles of Association of Haier Smart Home. The meeting was presided over by Mr. Wang Peihua, Chairman of the Supervisory Board. The following resolutions were adopted upon the consideration by the participating supervisors:

I. Report on the Work of the Supervisory Board of Haier Smart Home Co., Ltd. of 2020 (Voting results: For 3, Against 0, Abstain 0)

Report on the Work of the Supervisory Board of Haier Smart Home Co., Ltd. of 2020 is as follows:

1. Major Work of the Supervisory Board

During the reporting period, the Supervisory Board convened 7 meetings and attended the annual general meeting and the Board of Directors meetings as non-voting attendees. The committee heard the condition of the Company's production and operation, investment activities and financial operations, participated in the decision-making process of major issues of the Company, and reviewed the Company's regular reports and relevant conditions during the year in strict compliance with the requirements of the regulatory authorities.

2. Independent Opinions of the Supervisory Board on the operation of the Company in accordance with the law
(Ⅰ) Independent Opinions of the Supervisory Board on the operation of the Company in accordance with the law

In accordance with the national relevant laws and regulations, the Supervisory Board of the Company has conducted supervision over the general meetings, the convening procedures of the meetings of Board of Directors, resolution matters, the implementation of the general meeting resolutions by the Board of Directors, the performance of duties by the senior management of the Company, and the decision-making and approval procedures of the management system of the Company and the related party transactions. The Supervisory Board performed its supervisory duties by attending all previous meetings of the Board of Directors as non-voting delegates and the general meetings, and is in the opinion that the decision-making process of the Company is legal, and have established a relatively comprehensive corporate governance structure and formed the respective internal control systems, and the behaviour of the directors and senior management personnel of the Company had not violated any laws, regulations or the Articles of Association of the Company, or prejudiced the interests of the Company.

(Ⅱ) Independent Opinions of the Supervisory Board on the inspection of the financial situation of the Company

During the reporting period, the Supervisory Board earnestly reviewed the audit opinion of the 2019 financial report issued by Hexin Certified Public Accountants LLP from the perspective of ensuring the regulated operation of the Company and the legitimate rights and interests of shareholders, and is in the opinion that it had truly reflected the financial position, operation results and cash flows of the Company, and are objective and impartial.

(Ⅲ) Independent Opinions of the Supervisory Board on the related party transactions of the Company

During the reporting period, the related party transactions between the Company and related shareholders were implemented according to market pricing principles, and did not prejudice the interests of the Company and shareholders. The Board of Directors of the Company has fulfilled the obligation of acting in good faith when voting on the related party transactions. The related party transactions were conducted in a fair and reasonable manner, and the procedures had complied with the relevant provisions of the Company Law, the Rules Governing the Listing of Securities on the Shanghai Stock Exchange, and the Articles of Association of the Company.

(Ⅳ) Independent Opinions of the Supervisory Board on the internal control self-evaluation report of the Company

During the reporting period, the Supervisory Board earnestly reviewed the 2019 Self-evaluation Report on the Effective Internal Control of Haier Smart Home Co., Ltd. According to the relevant national laws and regulations and was of the opinion that it had truthfully, objectively and impartially reflected the implementation of the internal control of the Company and its effectiveness.

(V) Independent opinion of the Supervisory Board on the major asset purchase of the Company
During the reporting period, the Supervisory Board of the Company deliberated on matters such as scheme design, valuation pricing and payment method of consideration involved in the major asset purchase of the Company in accordance with the laws and regulations, and considered that the completion of the transaction has enhanced the Company's ability to continue operation, promoted the Company to maintain a sound and effective corporate governance structure, and the integration of the Company and Haier Electronics in various aspects, including customers, business and resources has been effective.

This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval.

II. 2020 Financial Statements of Haier Smart Home Co., Ltd. (Voting results: For 3, Against 0, Abstain 0)

Hexin Certified Public Accountants LLP and HLB Hodgson Impey Cheng Limited are the two audit agencies engaged by the Company to issue the auditing report under the PRC accounting standards and the auditing report under the international accounting standards, respectively. There is no difference between the auditing reports in terms of important financial information.

For details, please refer to the 2020 Annual Report of Haier Smart Home Co., Ltd. (A-shares annual report) published on the website of Shanghai Stock Exchange on the same day as this announcement and the 2020 annual results announcement published on the website of Hong Kong Stock Exchange (and the H-shares annual report to be disclosed by the Company on 30th April 2021.

This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval.

III. Report on the Validation Opinions on the 2020 Annual Report and Annual Report Summary of Haier Smart Home Co., Ltd. (Voting results: For 3, Against 0, Abstain 0)

In accordance with the regulations of the Securities Law of PRC and the Rules for the Content and Format of Information Disclosure by Companies Issuing Securities to the Public: No. 2 - Content and Format of Annual Reports (Revised in 2017), the Notice on the Disclosure of the 2020 Annual Reports of Listed Companies of Shanghai Stock Exchange and the relevant requirements of the laws and regulations, after the Supervisory Board had comprehensively understood and reviewed the 2020 annual report of the Company, we are of the opinion that:

1. The preparation and review procedures of the 2020 annual report of the Company and its highlight were in compliance with the laws, regulations and the relevant provisions of the Articles of Association of the Company.
2. The content and format of the 2020 annual report of the Company and its highlights were in line with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange as well as the listing rules of Hong Kong, and the information contained therein can truthfully and objectively reflect the financial conditions and operating results of the Company during the reporting period.
3. As of the time of this opinion, we found no violation of confidentiality regulations by the preparation personnel and auditors of the 2020 annual report.

Therefore, we undertake that there are no false records, misleading statements or material omissions in the information contained in the 2020 Annual Report of Haier Smart Home Co., Ltd. and the 2020 Annual Report Highlight of Haier Smart Home Co., Ltd., and are severally and jointly responsible for the authenticity, accuracy and completeness of the content herein.

This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval.

IV. Audit Report on Internal Control of Haier Smart Home Co., Ltd. (Voting results: For 3, Against 0, Abstain 0)

For details, please refer to the Audit Report on Internal Control of Haier Smart Home Co., Ltd. published on the Shanghai Stock Exchange website on the same day as this announcement.

The resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval.

V. 2020 Annual Profit Distribution Plan of Haier Smart Home Co., Ltd. (Voting results: For 3, Against 0, Abstain 0)

The proposed 2020 profit distribution plan of the Company is: a cash dividend of RMB3.66 (including tax) for every 10 shares held will be distributed to all shareholders based on the total share capital on the equity record date after deducting the repurchased shares in the repurchase account on the date when the future distribution plan is implemented. The undistributed profits retained by the Company will be primarily used for project construction, external investment, R&D investment and daily operations related to the Company's main business so as to maintain the sustainable and stable development of the Company and maximize the returns for investors.

For details, please refer to the Announcement of Haier Smart Home Co., Ltd. on the 2020 Profit Distribution Plan published on the Shanghai Stock Exchange website on the same day as this announcement, with the announcement No.: L2021-018.

This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval.

VI. Resolution of Haier Smart Home Co., Ltd. on the Anticipated Provision of Guarantees for Subsidiaries in 2021 (Voting results: For 3, Against 0, Abstain 0)

For details, please refer to the Notice of Haier Smart Home Co., Ltd. on the Anticipated Provision of Guarantees for Subsidiaries in 2021 published on the website of Shanghai Stock Exchange on the same date as this announcement, with the announcement No.: L2021-019.

This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval.

VII. Resolution of Haier Smart Home Co., Ltd. On The Management Of Foreign Currency Using Derivative Instruments (Voting results: For 3, Against 0, Abstain 0)

For details, please refer to the Announcement of Haier Smart Home Co., Ltd. on the Development of Foreign Exchange Fund Derivatives Business published on the Shanghai Stock Exchange website on the same day as this announcement, with the announcement No.: L2021-020.

This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval.

VIII. 2020 Internal Control Evaluation Report of Haier Smart Home Co., Ltd. (Voting results: For 3, Against 0, Abstain 0)

For details, please refer to the 2020 Internal Control Evaluation Report of Haier Smart Home Co., Ltd. published on the website of the Shanghai Stock Exchange on the same day as this announcement.

IX. 2020 Corporate Social Responsibility Report of Haier Smart Home Co., Ltd. (Voting results: For 3, Against 0, Abstain 0)

For details, please refer to the 2020 Corporate Social Responsibility Report of Haier Smart Home Co., Ltd. published on the Shanghai Stock Exchange website on the same day as this announcement.

X. Resolution of Haier Smart Home Co., Ltd. on Closing Certain Fund-raising Projects through Convertible Corporate Bonds and Permanently Supplementing the Working Capital with the Surplus Funds (Voting results: For 3, Against 0, Abstain 0)

For details, please refer to the Announcement of Haier Smart Home Co., Ltd. on Closing Certain Fund-raising Projects through Convertible Corporate Bonds and Permanently Supplementing the Working Capital with the Surplus Funds published on the Shanghai Stock Exchange website on the same day as this announcement, with the announcement No.: L2021-022.

XI. Resolution of Haier Smart Home Co., Ltd. on the Postponement of Certain Investment Projects with the Funds Raised from Convertible Corporate Bonds (Voting results: For 3, Against 0, Abstain 0)

For details, please refer to the Announcement of Haier Smart Home Co., Ltd. on the Postponement of Certain Investment Projects with the Funds Raised from Convertible Corporate Bonds published on the Shanghai Stock Exchange website on the same day as this announcement, with the announcement No.: L2021-023.

XII. Resolution of Haier Smart Home Co., Ltd. on the Special Report of Haier Smart Home Co., Ltd. on the Deposit and Actual Use of the Funds Raised in 2020 (Voting results: For 3, Against 0, Abstain 0)

For details, please refer to the Special Audit Report of Haier Smart Home Co., Ltd. on the Deposit and Actual Use of the Funds Raised in 2020 published on the website of the Shanghai Stock Exchange on the same day as this announcement.

XIII. Resolution of the Re-electing the Supervisors of the Company (Voting results: For 3, Against 0, Abstain 0)

Mr. Wang Peihua and Mr. Ming Guoqing, both being the current supervisors of the Company, have retired. According to their applications, they will no longer hold any position in the Company after new supervisors are elected at the shareholder's general meeting of the Company. The Company would like to extend its heartfelt thanks to Mr. Wang Peihua and Mr. Ming Guoqing for their contributions to the Company during their tenure as the supervisors of the Company。

To ensure the normal operation of the Board of Supervisors, pursuant to the relevant requirements of the Companies Law and the Articles of Association, Mr. Liu Dalin (''Mr. Liu'') and Ms. Ma Yingjie (''Ms. Ma'') are nominated as supervisors, whose terms of service are in line with the Tenth Session of the Supervisory Board. Their biographies are set out below:

Mr. Liu Dalin, was born in 1980. He holds a master degree in business administration from Renmin University of China. He is a senior engineer and senior political analyst. From August 2005 to September 2010, he served as a developer of water heater development department at the electric heating products' headquarter of Haier Group, an assistant engineer, a R&D engineer and a R&D model manager of the electric heating research institute at the electric heating products' headquarter of Haier Group successively. From September 2010 to October 2015, he was the deputy secretary of the Youth League Committee of Haier Group. From October 2015 to October 2020, he was the deputy secretary of the Disciplinary Inspection Commission of Haier Group. From October 2020 to date, he has been serving as the executive deputy secretary of the Discipline Inspection Commission of Haier Group.

Ms. Ma Yingjie,, was born in 1969. She is an assistant political analyst. She once served as the secretary of the Youth League Committee of Qingdao Haier Co., Ltd., the secretary of the trade union of Qingdao Haier Co., Ltd., the contact person of the customer service comprehensive department of Qingdao Haier Dishwasher Co., Ltd. She is the contact person of party-masses work of Haier Smart Home Co., Ltd.

This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval.

XIV. Resolution of Haier Smart Home Co., Ltd. on Amending the Articles of Association of the Company (Voting results: For 3, Against 0, Abstain 0)

For details, please refer to the Announcement of Haier Smart Home Co., Ltd. on Amending the Articles of Association of the Company published on the Shanghai Stock Exchange website on the same day as this announcement, with the announcement No.: L2021-024.

This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval.

XV. Resolution of Haier Smart Home Co., Ltd. on Amending the Rules of Procedure of the Board of Supervisors (Voting results: For 3, Against 0, Abstain 0)

This resolution is subject to the submission to the 2020 Annual General Meeting for consideration and approval.

The Supervisory Board
Haier Smart Home Co., Ltd.
30 March 2021

Note: This Announcement has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail

IR contact:
Yao Sun (Sophie) - Haier Smart Home Germany
T: +49 89 380 334 235
M: +49 160 9469 3601
Email: y.sun@haier.de



30.03.2021 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de


Language: English
Company: Haier Smart Home Co.,Ltd.
Haier Industrial Park, Laoshan District
266101 Qingdao
China
Internet: www.haier.net

 
End of News DGAP News Service

1179863  30.03.2021 

fncls.ssp?fn=show_t_gif&application_id=1179863&application_name=news&site_id=boersennews