DGAP-News: Haier Smart Home Co. Ltd / Bekanntmachung der Einberufung zur Hauptversammlung
Haier Smart Home Co. Ltd: Bekanntmachung der Einberufung zur Hauptversammlung am 25.06.2021 in Qingdao City mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG

02.06.2021 / 15:05
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.


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Haier Smart Home Co., Ltd. Qingdao City, China ISIN D-Shares: CNE1000031C1
ISIN A-Shares: CNE000000CG9
ISIN H-Shares: CNE1000048K8 hereby invites all holders of D-Shares (D-Shareholders) to attend the 2020 Annual General Meeting (the 'AGM' or 'General Meeting') and Second Class Meeting of D-Shareholders 2021 (the 'D-Shares Class Meeting') on Friday, 25 June 2021 at 14:00 (CST) (08:00 CEST) at Haier University, Haier Information Industry Park,
No.1 Haier Road, Laoshan District, Qingdao City, People's Republic of China (PRC).
 
I.

Agenda Items of the AGM

1.

To Consider and Approve 2020 Financial Statements

2.

To Consider and Approve 2020 Annual Report and Annual Report Summary

3.

To Consider and Approve 2020 Report on the Work of the Board of Directors

4.

To Consider and Approve 2020 Report on the Work of the Board of Supervisors

5.

To Consider and Approve 2020 Audit Report on Internal Control

6.

To Consider and Approve 2020 Profit Distribution Plan

7.

*To Consider and Approve Resolution on the Anticipated Provision of Guarantees for its Subsidiaries in 2021

8.

To Consider and Approve Resolution on the Conduct of Foreign Exchange Fund Derivatives Business

9.

To Consider and Approve Resolution on the Adjustment of Allowances of Directors

10.

To Consider and Approve Resolution on Closing Certain Fund-raising Investment Projects from Convertible Corporate Bonds and Permanently Supplementing the Working Capital with the Surplus Funds

11.

*To Consider and Approve Resolution on the General Meeting to Grant a General Mandate to the Board of Directors on Additional Issuance of H-Shares of the Company

12.

*To Consider and Approve Resolution on the General Meeting to Grant a General Mandate to the Board of Directors on Additional Issuance of D-Shares of the Company

13.

*To Consider and Approve Resolution on the General Meeting to Grant the General Mandate to the Board of Directors to Decide to Repurchase not more than 10% of the Total Number of H-Shares of the Company in Issue

14.

*To Consider and Approve Resolution on the General Meeting to Grant the General Mandate to the Board of Directors to Decide to Repurchase not more than 10% of the Total Number of D-Shares of the Company in Issue

15.

*To Consider and Approve Resolution on Amendments to the Articles of Association of the Company

16.

To Consider and Approve Resolution on Amendments to the Rules of Procedure for the Board of Directors

17.

To Consider and Approve Resolution on Amendments to the Rules of Procedure for the Board of Supervisors

18.

To Consider and Approve Resolution on Amendments to the External Guarantee Management System

19.

To Consider and Approve Resolution on Re-appointment of PRC Accounting Standards Auditor

20.

To Consider and Approve Resolution on Re-appointment of International Accounting Standards Auditor

21.

To Consider and Approve Resolution on Renewal of the Financial Services Framework Agreement and its Expected Related-Party Transaction Limit with Haier Group and Haier Finance

22.

* To Consider and Approve Resolution on the A-Share Core Employee Stock Ownership Plan (2021-2025) (Draft) and its Summary

23.

* To Consider and Approve Resolution on the H-Share Core Employee Stock Ownership Plan (2021-2025) (Draft) and its Summary

24.

* To Consider and Approve Resolution on Authorization by the General Meeting to the Board to Handle Matters Pertaining to the Core Employee Stock Ownership Plan of the Company

25.

* To Consider and Approve the H-Share Restricted Share Unit Scheme (2021-2025) (Draft)

26.

* To Consider and Approve Resolution on Authorization by the General Meeting to the Board or the Delegatee to Handle Matters Pertaining to the Restricted Share Unit Scheme

27.

To Consider and Approve Resolution on Election of Independent Director

27.1 Wu Qi

28.

To Consider and Approve Resolution on Election of Supervisors of the Company

28.1 Liu Dalin

28.2 Ma Yingjie

In addition, the AGM will listen to independent directors' report on their work in 2020.

II.

Agenda Items of the Class Meetings

In addition, the A-Shares Class Meeting, the D-Shares Class Meeting and the H-Shares Class Meeting are to be held immediately after the AGM on 25 June 2021 (jointly the 'Class Meetings'). At each of the Class Meetings, two special resolutions will be proposed for the Class Shareholders to consider and approve, if thought fit:

1.

* To Consider and Approve Resolution on the General Meeting to Grant a General Mandate to the Board of Directors to Decide to Repurchase not more than 10% of the Total Number of H-Shares of the Company in Issue

2.

* To Consider and Approve Resolution on the General Meeting to Grant a General Mandate to the Board of Directors to Decide to Repurchase not more than 10% of the Total Number of D-Shares of the Company in Issue

III.

Special Resolutions, Resolutions at Class Meetings

Special Proposals (marked with *) under Section I 7, 11-15, 22-26 and Section II 1, 2 are those significant proposals which according to PRC Company Law and the Company's Articles of Association have to be reviewed and approved by 2/3 (two thirds) of voting shareholders including their proxies at the meetings.

The Class Meetings Proposals under Section II 1, 2 are completely included in the proposals of the General Meeting as well.

The D-Shares Class Meeting Votes: D-Shareholders have the right to vote both at the General Meeting and at the D-Shares Class Meeting. However, given that all proposals of the D-Shares Class Meeting are completely included in the proposals of the General Meeting as well, D-Shareholders may choose to only vote at the General Meeting. If they do so, their voting results will be automatically adopted to the D-Shares Class Meeting in case D-Shareholders do not submit their voting form or submit a blank voting form for the D-Shares Class Meeting. Thus, D-Shareholders only have to specifically vote at the D-Shares Class Meeting if they want to deviate with the D-Shares votes from their votes at the General Meeting. Otherwise, voting at the General Meeting is sufficient for them.

IV.

Preconditions for attending the General Meeting and the D-Shares Class Meeting and for exercising voting rights

Only those shareholders are entitled to attend the General Meeting and the D-shares Class Meeting and to cast votes (including exercising their voting right by absentee vote) whose names are entered in the Company's share register after close of the Frankfurt Stock Exchange on 16 June 2021 (Record Date) and whose registration for the General Meeting is received by the Company during the registration period until 24 June 2021, 17:00 (CEST) at the following address

 

Haier Smart Home Co., Ltd.
c/o Computershare Operations Center
80249 München
Telefax: +49 89 30903-74675
E-Mail: anmeldestelle@computershare.de

in German or English language.

Shareholders are advised that they may freely dispose of their shares even after registration to the General Meeting and the D-Shares Class Meeting. The only criterion for participating in the General Meeting and the D-Shares Class Meeting and the number of voting rights to be exercised in relation to the Company is the number of shares held by a shareholder as of the Record Date, i.e. any disposal or other transfer of shares after the Record Date will not have any effect on a Shareholder's rights to participate in the meeting or the number of voting rights to be exercised. The same will apply to any acquisition of shares after the Record Date. A person who does not hold any shares on the Record Date and becomes a Shareholder only after that date will not have a right to either vote at, or participate in the General Meeting and the D-Shares Class Meeting.

V.

Voting through a proxy or by absentee vote

1. Voting through a proxy

Shareholders may also have their voting rights and other rights exercised at the General Meeting and the D-Shares Class Meeting by an authorised party after issuing a corresponding proxy. In the case of a proxy, timely registration of the holding of shares concerned is always necessary pursuant to the above rules.

The Company also offers its shareholders the option of authorising proxies named by the Company. These proxies shall exercise voting rights as instructed in the event of their authorisation and are not authorised to exercise voting rights without a specific instruction from the shareholder. Nor do proxies named by the Company accept instructions to speak, to raise objections to General Meeting or D-Shares Class Meeting resolutions, to ask questions or to table motions.

Any issuance of a proxy, its revocation and evidence thereof in dealings with the Company must be in text form. Shareholders may also use the registration form for the General Meeting and the D-Shares Class Meeting to issue proxies and instructions. This form is sent to the shareholders duly entered in the share register, along with the invitation to the General Meeting and the D-Shares Class Meeting. The form will also be available for download on the Company's website at

https://smart-home.haier.com/en/sm/
 

Shareholders are asked to use this form as far as possible to grant proxies and to issue instructions.

Any authorisations, evidence of proxies and the issuance of instructions to the proxies named by the Company may be posted, faxed or e-mailed prior to the General Meeting and the D-Shares Class Meeting to the above address under IV. by 24 June 2021, 17:00 (CEST) (arriving). Any posted, faxed or e-mailed authorisations, evidence of proxies and instructions to the proxies named by the Company received after this time cannot be considered. Evidence of authorisations can still be submitted on the day of the General Meeting at the entrance and exit check point.

2. Voting by absentee vote

Shareholders may also exercise their voting rights at the General Meeting and the D-Shares Class Meeting by absentee vote. In the case of absentee voting, too, timely registration of the holding of shares concerned is always necessary under the provisions of IV. above.

Absentee votes may be sent to the Company by 24 June 2021, 17:00 (CEST) (arriving) to the address mentioned above under IV. Shareholders may use the registration form for the General Meeting and the D-Shares Class Meeting for absentee voting as well. This form is sent to the shareholders duly entered in the share register, along with the invitation to the General Meeting and the D-Shares Class Meeting. The form will also be available for download on the Company's website at

https://smart-home.haier.com/en/sm/
 

Shareholders are asked to use this form for absentee voting wherever possible. Absentee voting does not preclude attendance at the General Meeting and the D-Shares Class Meeting. The personal attendance of a shareholder or an authorised third party at the General Meeting and the D-Shares Class Meeting shall be deemed to be a revocation of a previously given absentee vote.

VI.

Publications on the Company's Website and in the Federal Gazette

The complete content of each agenda item of this invitation is available on the Company's website at

https://smart-home.haier.com/en/sm/
 

Further documents will be uploaded on the Company website before the day of the General Meeting and the D-Shares Class Meeting. After the General Meeting and the D-Shares Class Meeting, the voting results will be made available on the Company's website.

VII.

Total number of shares and voting rights at the time of convening

At the time of convening the General Meeting, the total number of the issued shares of the Company amounts to 9,398,164,915 registed shares with a par value of RMB 1.00 each, comprising 6,308,552,654 A-Shares, 2,818,598,288 H-Shares, and 271,013,973 D-Shares. Each of the A-Shares, H-Shares, and D-Shares grants one vote at the General Meeting and the respective Class Meeting. Hence, the total number of voting rights at the time of convening the General Meeting amounts to 9,398,164,915.

Qingdao City, China, in May 2021

Haier Smart Home Co., Ltd.

The Board of Directors



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Sprache: Deutsch
Unternehmen: Haier Smart Home Co. Ltd
No.1 Haier Road
266000 Qingdao City
China, Volksrepublik
E-Mail: y.sun@haier.de
Internet: https://smart-home.haier.com/en/sm/

 
Ende der Mitteilung DGAP News-Service

1203769  02.06.2021 

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