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]
Announcement on the Resignation of Director and Proposed Election of Independent Non-Executive Director
On 30 March 2021, the board of directors (the "Board") of the Company received a written resignation report from the Company's director Ms. Tan Lixia. Due to personal job reasons, Ms. Tan Lixia needs to devote more energy to the businesses she is in charge of. Therefore, she proposed to resign from the positions of vice chairman and director of the Company, member of the remuneration and appraisal committee of the board of directors, and member of the management committee of the Company's employee stock ownership plans. After her resignation, Ms. Tan Lixia no longer holds any position in the Company.
According to the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association of Haier Smart Home Co., Ltd., Ms. Tan Lixia's resignation has not resulted in the number of directors sitting on the board of directors being less than the statutory quorum. The foregoing resignation report shall take effect from the date of delivery.
The resignation of Ms. Tan Lixia will not affect the Company's ordinary production and operation. During her tenure of office as a director of the Company and in the aforementioned positions, Ms. Tan Lixia has performed her duties diligently and conscientiously, and played an active role and provided a lot of support in the Company's strategic development, corporate governance and capital operation.
Ms. Tan Lixia has confirmed that there is no disagreement with the board of directors, and there is no matter that needs to be brought to the attention of the Company's shareholders. The Company would like to express its sincere gratitude to Ms. Tan Lixia for her contribution to the Company during her tenure.
The term of office of Mr. DAI Deming, the current independent non-executive director of the Company, will expire soon. He will cease to hold any office in the Company upon the election of a new independent non-executive director at the General Meeting of the Company. The Company would like to express its heartfelt gratitude to Mr. DAI Deming for his contributions to the Company during his tenure as the independent non-executive director.
To ensure the normal operation of the Board of the Company, according to the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association of the Company as well as the opinions of the Nomination Committee under the Board of the Company, the Board hereby nominates Mr. WU Qi as the independent non-executive director of the 10th session of the Board, whose term of office shall be the same as the 10th session of the Board. The Board also agreed to submit such proposal at the Company's Annual General Meeting of 2020 (the "AGM") for consideration and approval. His qualifications as the independent non-executive director have been filed with the Shanghai Stock Exchange with no objection. The biographical details of Mr. WU Qi are set out in Appendix I to this announcement.
The independent directors have carefully verified the manner and procedure of nomination of the candidates for independent director, the qualification of the nominator and the qualification of the independent director candidate for appointment and other related matters involved in the above proposal and expressed their opinions as follows.
"We are of the opinion that the nomination of Mr. Wu Qi by the Board of Directors as a candidate for the tenth session of the Board of Directors of the Company, the manner and procedure of nomination and the qualification of the nominator are in compliance with the relevant laws and regulations and the provisions of the Articles of Association of the Company, as reviewed by the Nomination Committee of the Board of Directors of the Company. We are of the opinion that the above-mentioned candidate does not have the circumstances of being not allowed to be directors of the Company as stipulated in Article 146 of the Company Law and Article 10 of the Guidelines on the Election and Conduct of Directors of Listed Companies on the Shanghai Stock Exchange, and his qualification is in line with the conditions for being an independent director of a listed company, and he is capable of fulfilling the requirements of the duties and responsibilities of the position he is appointed for, in compliance with the relevant provisions of the Company Law and the Articles of Association of the Company.
We agree to elect Mr. Wu Qi as a candidate for the tenth session of the Board of Directors of the Company as an independent director and to submit this proposal to the shareholders' meeting of the Company for consideration."
An invitation letter containing, among others, the relevant information on the proposed election of independent Non-executive directors, together with the notice of convening the Shareholders' Meeting, will be dispatched to the shareholders of the Company in due course.
Wu Qi, male, born in 1967, has 25 years of working and management experience in a global top management consulting firm. He is currently a senior advisor of strategy and smart manufacturing of D sub-business group of Foxconn and an advisor of Xnode, a famous startup and corporate accelerator. He has served as Global Vice President and Vice Chairman of Greater China of Accenture as well as Chairman of Shunzhe; Member of Global Management Committee and President of Greater China of Roland Berger; Member of Global Supervisory Board of Roland Berger. He was awarded the 2015 Outstanding Talent of Jingan District Shanghai. Mr. Wu Qi's consulting experience covers a wide range of industries, including transportation/logistics, high-tech manufacturing, tourism, finance, consumer goods, real estate and government sectors etc. He has extensive experience in many areas, including development strategy, organizational change, sales and branding strategy, corporate innovation, digital transformation and smart manufacturing, post-merger integration of companies and regional industrial economic development and upgrading. Mr. Wu Qi is a well-known expert on Industry 4.0, transportation and regional planning and development in China. He has held social positions such as consultant of Hangzhou Bay Development Planning, member of Shenzhen Government's Smart Manufacturing Expert Committee, deputy head of 13th Five-Year Plan Expert Committee of Zhengzhou City Henan Province and vice chairman of China Cold Chain Alliance.
Haier Smart Home Co., Ltd.
30 March 2021
30.03.2021 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||Haier Smart Home Co.,Ltd.|
|Haier Industrial Park, Laoshan District|
|End of News||DGAP News Service|