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 HKUSD8,000,000,000 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 -----------------------------------------------------------------------------------------------------------------------

2021-02-11 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen. Medienarchiv unter http://www.dgap.de ----------------------------------------------------------------------------------------------------------------------- 


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 
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1167785 2021-02-11

(END) Dow Jones Newswires

February 11, 2021 09:06 ET (14:06 GMT)