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 | 
