Haier Smart Home Co., Ltd.
Qingdao City, China
ISIN D-Shares: CNE1000031C1
ISIN A-Shares: CNE000000CG9
ISIN H-Shares: CNE1000048K8
(the 'Company' or 'HSH')
hereby invites all holders of D-Shares (D-Shareholders) to attend the
First Extraordinary General Meeting of Shareholders 2021
(the 'General Meeting' or 'EGM')
and
First Class Meeting of D-Shareholders 2021
(the 'D-Shares Class Meeting')
on
Friday, 5 March 2021 at 14:30 (CST) (corresponding to 07:30 (CET))
at Haier University, Haier Information Industrial Park,
No. 1 Haier Road, Laoshan District, Qingdao City, People's Republic of China (PRC).
| 1. |
Proposed Amendments to the Articles of Association A special resolution is to be proposed at the EGM to consider and approve the amendments to the Articles of Association, the
details are as follow:
Reference is made to the announcement of the Company dated 7 February 2021 in relation to the proposed amendments to the Articles
of Association.
Following the completion of the listing of H shares by way of introduction and the transaction of the privatisation of Haier
Electronics by the Company, for the purpose of better realising the synergy, further optimising corporate governance, improving
the environmental, social and governance standard of the Company, attracting excellent talents and speeding up the implementation
of the Internet of Things Strategy, the Company intends to amend the relevant provisions of the existing Articles of Association
in relation to corporate governance.
The comparison table for the proposed amendments to the Articles of Association of the Company is set out in Appendix I in Section II of this invitation.
The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021 and is now proposed at the EGM for
review and approval as a special resolution.
| | 2. |
Proposed Appointment of International Accounting Standards Auditor for 2020 An ordinary resolution is to be proposed at the EGM to consider and approve the appointment of international accounting standards
auditor for 2020, the details are as follows:
Reference is made to the announcement of the Company dated 7 February 2021 in relation to the proposed appointment of international
accounting standards auditor for 2020.
Following the completion of the listing of the H shares of the Company on the Main Board of the Hong Kong Stock Exchange on
23 December 2020, according to the relevant requirements of Hong Kong Listing Rules and after taking into consideration such
factors including auditor's qualifications, the Board proposes to appoint HLB Hodgson Impey Cheng Limited (the ''HLB'') as
the international accounting standards auditor of the Company for 2020 to undertake the auditing works in accordance with
the international accounting standards. HLB possesses the practicing qualifications of the Hong Kong accountant as well as
the experience and capability for the provision of auditing services to companies listed on the Main Board of the Hong Kong
Stock Exchange. HLB has participated in the international accounting standards auditing works in relation to the listing of
the H Shares of the Company by way of introduction, and produced the Company's auditing report for the period ended 30 June
2020 and reviewing report for the period ended 30 September 2020 under the international accounting standards, thus the appointment
of HLB can satisfy the efficiency requirements for auditing engagement of the Company for 2020 under the international accounting
standards. The audit fee is RMB3.39 million (including audit fee of RMB3.24 million for financial report and audit fee of
RMB150,000 for the review of continuing connected transactions).
The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021 and is now proposed at the EGM for
review and approval as an ordinary resolution.
| | 3. |
General Mandate for the Repurchase of H Shares A special resolution is to be proposed at the EGM and D Shares Class Meeting to consider and approve the general mandate for
the repurchase of H Shares. An explanatory statement as required under the Listing Rules to provide the requisite information
of the repurchase mandate is set out in Appendix II in Section II of this invitation.
Following the listing of H Shares of the Company on the Hong Kong Stock Exchange, the Company intends to flexibly adjust the
capital structure based on market conditions. The Company intends to repurchase H Shares through a centralised bidding transaction
on the market of Hong Kong Stock Exchange (market trade). All of the repurchased Shares will be cancelled and the registered
capital will be reduced. The Board proposes the granting of the general mandate to the Board to the repurchase of H Shares
be considered and approved at the EGM and the Class Meetings, and authorise the Board to repurchase H Shares in compliance
with the Articles of Association and relevant laws, regulations and rules of the place where its securities are listed, and
according to the conditions of the capital market without impairing the ability of the Company to fulfil its debt obligations
and operate on an ongoing basis. The number of H Shares to be repurchased shall not exceed 10% of the total number of the
H Shares of the Company in issue at the time when this resolution is passed at the EGM and the Class Meetings. It is expected
that the total amounts to be repurchased within one year from the effective date of the repurchase mandate will not be less
than HK$1 billion.
The general mandate for the repurchase of H Shares will be effective upon the approval of this resolution by the EGM and each
of the Class Meetings and until the earlier of (a) the conclusion of the 2021 annual general meeting of the Company, unless
the mandate referred in this resolution is replaced by a special resolution at the annual general meeting, with or without
conditions; or (b) the date on which the mandate referred in this resolution is revoked or varied by resolution at any general
meeting of the Company.
Meanwhile, the Board proposes to authorise the Board and persons authorised by the Board at the general meeting to take all
actions, and sign, complete and submit all documents as it reasonably considers necessary, give effect to or in connection
with the general mandate for the repurchase of H Shares.
The aforesaid resolution has been reviewed and approved at the Fourteenth Meeting of the Tenth Session of the Board on 9 November
2020 and is now submitted to the EGM and the D Shares Class Meeting for review and approval as a special resolution. The resolution
shall be effective subject to the approval at the EGM, the A Shares Class Meeting, the D Shares Class Meeting and the H Shares
Class Meeting of the Company, respectively.
| | 4. |
Proposed Election of Additional Directors An ordinary resolution is to be proposed at the EGM to consider and approve the election of additional Directors; the details
are as follows:
Reference is made to the announcement of the Company dated 7 February 2021 in relation to the proposed appointment of Directors.
Following the completion of the listing of H shares by way of introduction and the transaction on privatisation of Haier Electronics
by the Company, to further improve the corporate governance, better realise the synergy and enhance diversity of the Board,
the Company intends to elect additional directors, namely Mr. Xie Ju Zhi as the executive director of the Company, and Mr.
Yu Hon To, David and Ms. Eva Li Kam Fun as the non-executive directors of the Company. The aforementioned director candidates
have been considered and approved at the Board meeting. The term of office shall commence from the date on which their appointments
are approved at the general meeting of the Company until the date on which the term of the current session of the Board expires.
Upon expiration of their terms of office, they may be re-elected. The biographical details of the aforementioned candidates
for the executive Director and non-executive Directors are set out in Appendix III in Section II of this invitation.
As at the latest practicable date, save as disclosed in this invitation, in the past three years, each of the director candidates
have not held any directorship in any other public companies the securities of which are listed on any securities market in
Hong Kong or overseas, nor served other positions in other members of the Group, and do not have any other major appointments
or professional qualifications. The director candidates do not have other relationship with any directors, supervisors, senior
management or substantial shareholders or controlling shareholders of the Company and do not hold any interest in the shares
of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter
571 of the Laws of Hong Kong). There is or was no information in relation to the appointment of the director candidates which
is required to be disclosed pursuant to the requirements set out in 13.51(2) (h) to (v) of the Listing Rules of Hong Kong
nor are there any matters which need to be brought to the attention of the shareholders.
If the appointments are approved, the Company will enter into service contracts with each appointed director. The director's
fee is the same as that of the current tenth session of the Board (RMB200,000 per annual for each director)
The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021 and is now proposed at the EGM for
review and approval as an ordinary resolution.
| | 5. |
Proposed Election of Additional Independent Non-executive Director An ordinary resolution is to be proposed at the EGM to consider and approve the election of additional Independent Non-executive
Director, the details are as follows:
Reference is made to the announcement of the Company dated 7 February 2021 in relation to the proposed election of additional
Independent Non-executive Director.
To promote the Internet of Things Strategy of the Company and enrich the diversity of the Board, 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, the Board has agreed that Mr. Li Shipeng (''Mr. Li'') is nominated
as the independent non-executive director, whose term of office shall be the same as the tenth session of the Board. His qualifications
as the independent non-executive directors have been filed with the Shanghai Stock Exchange with no objection.
Mr. Li has extensive experience in several sectors, including Internet of Things technologies and artificial intelligence.
Not only will his joining be able to promote the diversity of Board members, but also speed up planning and implementation
of the Company's strategies of being the Internet of Things ecology brand.
The nomination of Mr. Li was made by the Company after taking into consideration of the diversity of Board members in respect
of several factors, including cultural and educational background, professional experience, skills and expertise in particular.
It is based on the value and contributions that can be made by the candidate to the Board, evaluated on an objective bases,
after taking into full consideration of the benefits on the diversity of the Board members, and implemented in accordance
with the law, regulations and relevant provisions of securities regulatory authorities. The biographical details of the aforementioned
candidate for the Independent Non-executive Director are set out in Appendix IV in Section II of this invitation.
As at the latest practicable date, save as disclosed in this invitation, in the past three years, Mr. Li has not held any
directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas,
nor served other positions in other members of the Group, and does not have any other major appointments or professional qualifications.
Mr. Li does not have other relationship with any directors, supervisors, senior management or substantial shareholders or
controlling shareholders of the Company and do not hold any interest in the shares of the Company or its associated companies
within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There is or
was no information in relation to the appointment of Mr. Li which is required to be disclosed pursuant to the requirements
set out in 13.51(2) (h) to (v) of the Listing Rules of Hong Kong nor are there any matters which need to be brought to the
attention of the shareholders.
If the appointment is approved, the Company will enter into service contracts with Mr. Li. The director's fee is the same
as that of the current tenth session of the Board (RMB200,000 per annual).
The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021 and is now proposed at the EGM for
review and approval as an ordinary resolution.
|
| II. |
Appendices to Agenda Items |
Appendix I: Details of the proposed amendments to the Articles of Association
| | | | | No. |
Original provisions |
Amended provisions | | | | | | | | | | 1 |
Article 200 The Company shall establish a Board of Directors which is accountable to the shareholders' general meeting.
|
Article 200 The Company shall establish a Board of Directors which is accountable to the shareholders' general meeting.
| | | | | | |
The Board of Directors shall comprise nine directors, of whom three shall be independent directors. There shall be one Chairman
and one or two deputy chairmen.
|
The Board of Directors shall comprise eight to thirteen directors, of whom three to five shall be independent directors. There
shall be one Chairman and one or two deputy chairmen.
| | | | | | 2 |
Article 205 The Board of Directors of the Company shall establish special committees such as strategy committee, audit
committee, nomination committee and remuneration and evaluation committee according to the relevant resolutions of the shareholder's
general meeting. All members of special committees shall comprise directors. Independent directors shall be the majority in
the audit committee, nomination committee, remuneration and evaluation committee and shall serve as conveners. The audit committee
shall consist entirely of non-executive directors, shall have at least three members and shall have at least one independent
director who is an accounting professional or has the appropriate accounting or relevant financial management expertise required
under the Hong Kong Listing Rules.
|
Article 205 The Board of Directors of the Company shall establish special committees such as strategy committee, audit
committee, nomination committee, remuneration and evaluation committee, environmental, social and governance committee etc.
according to the relevant resolutions of the shareholder's general meeting. All members of special committees shall comprise
directors. Independent directors shall be the majority in the audit committee, nomination committee, remuneration and evaluation
committee and shall serve as conveners. The audit committee shall consist entirely of non-executive directors, shall have
at least three members and shall have at least one independent director who is an accounting professional or has the appropriate
accounting or relevant financial management expertise required under the Hong Kong Listing Rules.
| | | | | | 3 |
|
Article 210 In accordance with the domestic and overseas regulatory requirements, the environmental, social and governance
committee under the Board of Directors is mainly responsible for the management of corporate governance, environmental and
social responsibilities of the Company and make relevant recommendations to the Board of Directors, which includes:
(I) Guide and review the formulation of the Company's environmental, social and governance vision and strategies, and report
and make recommendations to the Board;
(II) Evaluate and classify the Company's environmental, social and governance risks and opportunities, and report and make
recommendations to the Board;
(III) Review the implementation of the Company's environmental, social and governance work and internal control system, and
report and make recommendations to the Board on their appropriateness and effectiveness;
(IV) Review and monitor the Company's relevant environmental, social and governance objectives and its implementation, and
report and make recommendations to the Board;
(V) Review the social responsibility report disclosed by the Company to the public, and report and make recommendations to
the Board;
(VI) Conduct research and make recommendations on other major environmental, social and governance matters and emergencies
that affect the Company;
(VII) Inspect the implementation of the above matters;
(VIII) Other matters authorised by the Board. (The subsequent provisions number sequence should be reordered in proper sequence
upon the addition of above contents.)
| | | | | | 4 |
Article 334 The Articles of Association shall be considered and approved by the general meeting of shareholders of the
Company and shall come into force on the date when the foreign shares (H-share) listed abroad are listed on the Stock Exchange
of Hong Kong. The original Articles of Association of the Company and all amendment thereto shall automatically become invalid
upon the date when the Articles of Association become effective.
|
Article 335 The Articles of Association shall come into force on the date when it is considered and approved by the general
meeting of shareholders of the Company. The original Articles of Association of the Company and all amendment thereto shall
automatically become invalid upon the date when the Articles of Association become effective.
| | | | | | 5 |
The expression of ''manager'' in the Articles of Association |
Amended to ''president'' | | | | | | 6 |
The expression of ''deputy manager'' in the Articles of Association |
Amended to ''vice-president'' | | | | |
Appendix II: Explanatory Statement for the Repurchase Mandate This appendix serves as an explanatory statement to provide the requisite information to you for your consideration of the
repurchase mandate.
Share Capital
On 8 February 2021 (the ''Latest Practicable Date''), the total issued capital of the Company was RMB9,027,846,441, comprising
2,448,279,814 H Shares of RMB1.00 each, 6,308,552,654 A Shares of RMB1.00 each and 271,013,973 D Shares of RMB1.00 each. The
Company has issued HK$8,000,000,000 Zero Coupon Guaranteed Convertible Bonds due 2022 convertible into the ordinary H shares
of the Company (Stock Code: 5024.HK). Such bonds will be convertible into 424,327,258 H shares, representing approximately
4.70% of the issued share capital of the Company as at the Latest Practicable Date and approximately 4.49% of the issued share
capital of the Company as enlarged by the issuance of such shares (assuming that there is no other change to the issued share
capital of the Company).
If the special resolutions are approved at the EGM and the Class Meetings, respectively, the Board will be granted the repurchase
mandate until the earlier of (a) the conclusion of the 2021 annual general meeting of the Company; or (b) the date on which
the authorities conferred by the relevant special resolution is revoked or varied by special resolution by the Shareholders
at the general meeting, the A Shares Class Meeting, the D Shares Class Meeting and the H Shares Class Meeting, respectively
(the ''Relevant Period'').
Reasons for the Repurchase of H Shares
The Directors believe that the flexibility offered by the repurchase mandate would be beneficial to the Company and the Shareholders
as a whole. At any time in the future when the Shares are trading at a discount to their underlying value, the ability of
the Company to repurchase the Shares will be beneficial to the Shareholders who retain their investment in the Company as
their proportionate interest in the assets of the Company would increase in proportion to the number of shares repurchased
by the Company from time to time and thereby resulting in an increase in net asset value and/or earnings per Share. Such repurchases
will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
Exercise of the Repurchase Mandate
The exercise in full of the repurchase mandate would not result in repurchasing more than 10% of the total H Shares in issue
on the date of passing the relevant special resolution at the EGM and the Class Meetings on the basis of 2,448,279,814 H Shares
in issue as at the Latest Practicable Date and no H Shares will be allotted, issued or repurchased by the Company on or prior
to the date of the EGM and the Class Meetings, the repurchased shares would not be more than 244,827,981 H Shares (which may
be adjusted based on the conversion of the Convertible Bonds) being repurchased by the Company according to the repurchase
mandate during the Relevant Period.
Funding of Repurchases
In the repurchase of H Shares, the Company intends to utilise self-owned funds or self-raising funds of the Company legally
available for such purpose in accordance with the Articles of Association, Listing Rules and the applicable laws, rules and
regulations of the PRC.
The Directors consider that there will not be a material adverse impact on the working capital or on the gearing position
of the Company (as compared with the position disclosed in the audited accounts contained in the listing document of the Company
dated 16 November 2020) in the event that the repurchase mandate is to be exercised in full at any time during the relevant
period.
Prices of H Shares
The highest and lowest prices at which the H Shares have been traded on the Hong Kong Stock Exchange during the 12 calendar
months preceding the Latest Practicable Date were as follows:
| H Shares | | Highest Trading Price |
Lowest Trading Price | | Month
|
HK$ |
HK$ | | December 2020 |
28.8 |
22.60 | | January 2021 |
37.30 |
28.35 | | February 2021 (up to the Latest Practicable Date) |
36.85 |
32.30 |
Directors' Undertakings and General Information
The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise
the powers to make repurchases pursuant to the proposed special resolution to approve the repurchase mandate in accordance
with the Listing Rules and the applicable laws, rules and regulations of the PRC.
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates
(as defined in the Listing Rules) presently have the intention to sell H Shares (if any) to the Company in the event that
the repurchase mandate is approved by the Shareholders at the EGM and the Class Meetings, and the conditions (if any) to which
the repurchase mandate is subject are fulfilled.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they
have a present intention to sell any H Shares to the Company, nor they have undertaken not to sell any H Shares held by them
to the Company in the event that the repurchase mandate is approved by the Shareholders at the EGM and the Class Meetings
and the conditions (if any) to which the repurchase mandate is subject are fulfilled.
Takeovers Code and the Public Float Requirement
If a Shareholder's proportionate interest in the voting rights of the Company increases as a result of the Company's repurchase
of shares pursuant to the repurchase mandate, such increase will be treated as an acquisition of voting rights for the purposes
of Rule 32 of the Hong Kong Takeovers Code and, if such increase results in a change of control or consolidation of control,
it may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Hong
Kong Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the Haier Group is the controlling Shareholder
of the Company, holding approximately 35.15% interests of the ordinary shares of the Company in issue. The Company expects
that exercising repurchase mandate in full will not have any implications for Haier Group under the Takeovers Code. The Directors
are not aware of any other consequences under the Takeovers Code and any similar applicable laws which would arise from any
repurchasing actions under the repurchase mandate.
The Directors do not propose to repurchase shares to the extent that would make the public float falls below the minimum requirements
under Rule 8.08 of the Hong Kong Listing Rules.
Shares Repurchased by the Company
No repurchase of Shares has been made by the Company during the six months prior to the Latest Practicable Date (whether on
the Hong Kong Stock Exchange or other stock exchanges).
Status of Repurchased Shares
Pursuant to the Listing Rules, the listing of all repurchased H Shares of the Company will be automatically cancelled and
the relevant certificates will be cancelled and destroyed.
Under the PRC law, the repurchased H Shares will be cancelled and, if so cancelled, the amount of the Company's registered
capital shall be reduced by the aggregate nominal value of the repurchased H Shares accordingly.
Appendix III: Biographical Details of the Candidates for the Executive Director and Non-Executive Directors
Mr. XIE Ju Zhi (Mr. Xie), aged 54, graduated from Shandong University of Finance and Economics in July 1989 with a bachelor's degree, and joined Haier
Group in the same year. Mr. Xie has experience in whole-process product management, product-wide services and product-wide
marketing. Mr. Xie had held senior positions in Electrothermal Division of the Haier Group and East China Marketing and Promotion
Division of the Haier Group, and served as the Corporate General Manager of the Customer Services of the Haier Group since
August 2002. Since July 2012, he has been the Vice President of Haier Group, and he has been in charge of Haier Group's integration
of community sales services in first and second-tier cities, and developing the online and offline sales of new household
products. From December 2015 to date, he has been managing the newly developed business segments of Haier Group, including
water purification, logistics, Haier home and Gooday services and has started to concurrently manage the water heater business
since 2019. He was appointed as the Chief Executive Officer and an Executive Director of Haier Electronics since 27 March
2019. Mr. Xie was awarded honorary titles including the Gold Award of Outstanding Contribution Award of China's Home Appliance
Services Industry and Outstanding Entrepreneur of Shandong Province.
Mr. Xie is also a director of the following subsidiaries of Haier Smart Home: Haier Electronics, Haier Water Heaters Holdings
(BVI) Ltd., Haier Washing Machines Holdings (BVI) Ltd., Haier Holdings (BVI) Limited, Qingdao Haier Investment and Development
Holdings (BVI) Limited, Bloom Trade Limited, Hong Kong Bolang Housewares Trading Company Limited, Health Water Equipment (HK)
Co., Ltd., Qingdao Haishi Water Equipment Co., Ltd. and its certain subsidiaries, Haier Electronics Sales (HK) Company Limited,
Qingdao Economy and Technology Development Zone Haier Water Heater Co., Ltd., Chongqing Haier Water Heater Co., Ltd., Wuhan
Haier Water Heater Co., Ltd., Zhengzhou Haier New Energy Technology Co., Ltd., Qingdao Haier Smart Electrics Equipment Co.,
Ltd., Qingdao Haier New Energy Electrical Technology Co., Ltd., Qingdao Haier Intelligent Electronics Co., Ltd., Youshuijia
IoT Technology (Qingdao) Co., Ltd., Qingdao Goodaymart Lexinyun Technology Co., Ltd. and Designwelt (Shanghai) Co., Ltd. As
at the latest practicable date, Mr. Xie holds 715,444 H shares of the Company.
Mr. YU Hon To, David (Mr. Yu), aged 72. Mr. Yu holds a Bachelor of Social Science degree from The Chinese University of Hong Kong. Mr. Yu is a Fellow of
the Institute of Chartered Accountants in England and Wales and an Associate Member of Hong Kong Institute of Certified Public
Accountants. He is a chartered accountant with over 40 years' experience in the fields of auditing, corporate finance (including
advisory on IPO, mergers & acquisitions and financial restructuring), financial investigation and corporate governance. Mr.
Yu was formerly a partner of Coopers & Lybrand (now merged as PricewaterhouseCoopers) in Hong Kong with extensive experience
in the corporate finance advisory assignments in Greater China for Hong Kong corporations, private equity groups and multinationals.
Mr. Yu also served as an independent non-executive director and the chairman of the audit committee of Haier Electronics,
a subsidiary of the Company, over the past three years.
Mr. Yu had served various public offices including being a member of the Listing Committee of the Hong Kong Stock Exchange
from 1992 to 1995, a member of the Investment Committee and the Audit Committee of Employees Retraining Board (established
under the Employees Retraining Ordinance of Hong Kong) from 1999 to 2020, and a member of the Board of Review (established
under Inland Revenue Ordinance of Hong Kong) from 2006 to 2012. Mr. Yu is currently an independent non-executive director
of several other companies listed on the Hong Kong Stock Exchange, namely China Renewable Energy Investment Limited (stock
code: 987), Media Chinese International Limited (stock code: 685), One Media Group Limited (stock code: 426), Playmates Holdings
Limited (stock code: 635), China Resources Gas Group Limited (stock code: 1193), Keck Seng Investments (Hong Kong) Limited
(stock code: 184), New Century Asset Management Limited (the manager of New Century Real Estate Investment Trust (stock code:
1275)) and MS Group Holdings Limited (stock code: 1451). Mr. Yu holds 810,000 H shares of the Company.
Ms. Eva Li Kam Fun (names that commonly used are ''Mrs. Eva CHENG Li Kam Fun'') (''Ms. Eva Li Kam Fun''), aged 68. Ms. Eva Li Kam Fun graduated from the University of Hong Kong with Bachelor of Arts (Hons) and Master of Business
Administration degrees. She was conferred with the degree of Doctor of Business Administration, honoris causa, from the Open
University of Hong Kong in 2014. Ms. Eva Li Kam Fun is currently the president of Our Hong Kong Foundation. She also serves
as an independent non-executive director of Nestle S.A, a publicly listed company on the SIX Swiss Exchange. Ms. Eva Li Kam
Fun also served as an independent non-executive director of Haier Electronics, a subsidiary of the Company, over the past
three years. Prior to joining the Our Hong Kong Foundation, Ms. Eva Li Kam Fun had a distinguished career that spanned 34
years with Amway Corporation. When she retired in 2011, she held the concurrent positions of Executive Vice President of Amway
Corporation and Executive Chairman of Amway China Co. Ltd. responsible for Amway Greater China & Southeast Asia Region. During
the last three years, Ms. Eva Li Kam Fun had also been an independent non-executive director of Amcor Limited (a company listed
on the Australian Securities Exchange) from 2014 to 2019, and an independent non-executive director of Trinity Limited (a
company listed on the Main Board of the Hong Kong Stock Exchange) (Stock Code: 891) from 2011 to 2020. Ms. Eva Li Kam Fun's
leadership was well recognised in the business community. She was twice named the ''World's 100 Most Powerful Women'' by Forbes
Magazine in 2008 and 2009. CNBC awarded Ms. Eva Li Kam Fun with the ''China Talent Management Award'' in its 2007 China Business
Leaders Awards. In the areas of public and social service, Ms. Eva Li Kam Fun is court member of the Open University of Hong
Kong, advisor of the All-China Women's Federation Hong Kong Delegates Association, honorary president of the Hong Kong Federation
of Women, and permanent honorary director of The Chinese General Chamber of Commerce. Ms. Eva Li Kam Fun holds 355,200 H shares
of the Company.
Appendix IV - Biographical Details of the Candidate for the Independent Non-Executive Director
Mr. Li Shipeng (Mr. Li), aged 54, holds a bachelor's and master's degree from University of Science and Technology of China, and a PhD degree from
Lehigh University, USA. Mr. Li has extensive experience in areas such as Internet of Things technology, and artificial intelligence.
Mr. Li is currently the Executive President of Shenzhen Institute of Artificial Intelligence and Robotics. Prior to that,
he served as the Chief Researcher and Deputy Dean of Microsoft Research Asia, Chief Technology Officer of Cogobuy Group, and
Vice President of iFlytek Group.
Mr. Li is a member of the International Eurasian Academy of Sciences and a fellow of the International Institute of Electrical
and Electronics Engineers (IEEE fellow). He was listed as one of the world's top 1,000 computer scientists by Guide2Research
and ranked top 20 in Mainland China in 2020. Mr. Li is a renowned expert in areas such Internet, computer vision, cloud computing,
Internet of Things and artificial intelligence.
| III. |
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 24 February 2021 (Record Date) and whose registration for the General Meeting and the D-Shares Class Meeting is received by the Company during the registration
period from now on to 4 March 2020, 17:00 (CET) 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.
| IV. |
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 under III.
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 writing. If a shareholder
authorises more than one proxy, the Company may reject one or more. 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 III by 4 March 2020, 17:00 (CET) (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 in writing on the
day of the General Meeting and the D-Shares Class 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 III above.
Absentee votes may be sent to the Company by 4 March 2020, 17:00 (CET) (arriving) to the address mentioned above under III. 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
| V. |
Publications on the Company's Internet page |
The content of this invitation to the General Meeting and the D-Shares Class Meeting and further documents in relation to
the agenda items (including the underlying resolutions and opinion of the independent directors of the Company) are 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 at the same website address.
| VI. |
Total number of shares and voting rights at the time of convening |
On 8 February 2021, at the time of convening the EGM and D-Shares Class Meeting, the total number of the issued shares of
the Company amounts to 9,027,846,441 registed shares with a par value of RMB 1.00 each, comprising of 6,308,552,654 A-Shares,
271,013,973 D-Shares and 2,448,279,814 H-Shares.The Company has issued HK$8,000,000,000 Zero Coupon Guaranteed Convertible
Bonds due 2022 convertible into the ordinary H shares of the Company (Stock Code: 5024). Such bonds will be convertible into
424,327,258 H shares, representing approximately 4.70% of the issued share capital of the Company as at the Latest Practicable
Date and approximately 4.49% of the issued share capital of the Company as enlarged by the issuance of such shares (assuming
that there is no other change to the issued share capital of the Company).
Under the Uncumulative Voting Method each of the A-Shares / D-Shares / H-shares grants one vote at the General Meeting and one vote at the respective Class Meeting.
The Cumulative Voting Method refers to the voting for the election of Directors, Independent Non-Executive Directors or supervisors where each Share is
entitled to the same number of votes which equals to the total number of Directors, Independent Non-Executive Directors or
supervisors to be elected, and shareholders may consolidate their voting rights when casting a vote. The cumulative voting
method includes the regular voting method where shareholders may cast their votes with partial or all voting rights. The cumulative
voting method shall be adopted for items 4 and 5, the voting of Resolution on the Election of Additional Directors and Resolution
on the Election of Additional Independent Non-Executive Director.
Special Proposals refer to items 1 and 3 according to the Company Law and the Company's Articles of Association. Special proposals are those significant proposals which have to be reviewed and approved by 2/3 (two thirds) of voting shareholders
including their proxies at the meeting.
The D-Shares Class Meeting Proposal refers to item 3, which is completely inculded 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.
Qingdao City, People's Republic of China, February 2021
Haier Smart Home Co., Ltd.
The Board of Directors |
