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DGAP-News: Qingdao Haier Co., Ltd. / Bekanntmachung der Einberufung zur
Hauptversammlung
Qingdao Haier Co., Ltd.: Bekanntmachung der Einberufung zur Hauptversammlung
am 21.12.2018 in Qingdao City mit dem Ziel der europaweiten Verbreitung
gemäß §121 AktG
2018-11-12 / 15:08
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
Qingdao Haier Co., Ltd. Qingdao City, China ISIN D-Shares:
CNE1000031C1
ISIN A-Shares: CNE000000CG9 hereby invites all holders of D-Shares
(D-Shareholders) to attend the *2nd extraordinary shareholders meeting
2018*
on *Friday, 21 December 2018 at 2:30p.m.*
at Haier University, Room A108, Haier Information Park,
No.1 Haier Road, Laoshan District, Qingdao City, China.
I. *Agenda Items*
1. *Proposal of Qingdao Haier Co., Ltd. on Changing the Performance
Deadline of the Commitment on Defective Property*
In December 2013, the Company made a commitment to address the
property defects (i.e. lack of property certificates for real
estate) of the Company and its thirteen major subsidiaries
(hereinafter referred to as the 'Major Subsidiaries') with
reasonable commercial endeavours from 24 December 2013 within five
years (hereinafter referred to as the 'Original Commitment'). As of
today, the Company has resolved the property defects of the Company
and its eight major subsidiaries, save for the property defects of
the remaining five major subsidiaries (namely Qingdao Haier
Intelligent Electronics Co., Ltd., Qingdao Haier Moulds Co., Ltd.,
Qingdao Haier Washing Machine Co., Ltd., Hefei Haier Refrigerator
Co., Ltd. and Hefei Haier Air-conditioning Co., Ltd.) that are
currently being addressed, the Company intends to extend the
performance deadline of the commitment to address the property
defects of these five major subsidiaries within three years.
Due to reasons such as historical issues, the approval procedures
associated with solving some property defects are comparatively
complicated, in which multiple governmental departments are
involved, therefore it is time-consuming to handle and coordinate
related matters. Due to these external factors, the Company is
unable to complete above commitments within the performance period
of the Original Commitment.
The Company propose to solely extend the performance deadline for
unresolved property defects contained in the Original Commitment.
Other contents of terms set out in the Original Commitment shall
remain unchanged (hereinafter referred to as the 'Changed
Commitment').
The Company made a commitment to address the property defects of
Qingdao Haier Intelligent Electronics Co., Ltd., Qingdao Haier
Moulds Co., Ltd., Qingdao Haier Washing Machine Co., Ltd., Hefei
Haier Refrigerator Co., Ltd., Hefei Haier Air-conditioning Co.,
Limited with make reasonable commercial endeavours from 24 December
2018 within three years, so as to achieve the legitimacy and
compliance of its five subsidiaries with respect to the property.
The Company and its related subsidiaries together with Haier Group
Corporation (which is the actual controller of the Company) have
formulated relevant solutions for the remaining unresolved property
defects according to different reasons for the defects and all
parties shall jointly promote the implementation of the solutions.
Within the performance period of the Original Commitment, the
Company actively promoted the fulfilment of part of the commitment
and the achievement of the above work provided a reference for the
subsequent effective resolution of other historical property
defects. In addition, the Company has also developed further
solutions to solve the remaining property defects based on
preliminary work experience and workflow and will proceed with
relevant work according to these solutions.
Meanwhile, Haier Group Corporation will assure the Company and its
subsidiaries of the constant, stable, free and unobstructed use of
self-built property and land of the Group. In the event that the
Company and its subsidiaries fails to continue to use self-built
property according to their own will or in original way due to the
fact that self-built property has no relevant ownership
certificate, Haier Group Corporation will take all reasonable and
practicable measures to eliminate obstruction and impact, or will
support the Company and its subsidiaries to obtain alternative
property as soon as possible, if Haier Group Corporation
anticipates it is unable to cope with or eliminate the external
obstruction and impact with its reasonable effort.
Based on the above anticipation, the Company believes that the
fulfilment of the Changed Commitment is realistically feasible.
The independent directors of the Company have contemplated the
change of the performance deadline of the commitment on defective
property and agreed to submit _the Proposal of Qingdao Haier Co.,
Ltd. on Changing the Performance Deadline of the Commitment on
Defective Property_ to the Extraordinary General Meeting of the
Company for approval. The full text of the opinion of the
independent directors of the Company can be found on the Company's
website at
http://www.haier.net/en/investor_relations/haier/shareinformation/.
2. *Proposal of Qingdao Haier Co., Ltd. On Amendment of Financial
Services Agreement and Connected Transactions*
After review and approval by the Company's 2017 annual general
meeting of shareholders, on 18 May 2018 the Company signed a
Financial Services Agreement (hereinafter referred to as the
'Original Agreement') with Haier Group Corporation and Qingdao
Haier Investment and Development Co., Ltd. After friendly
negotiations between the parties, the parties intend to amend
certain provisions of the Original Agreement and re-sign the
Financial Services Agreement, to further protect the interests of
the Company's investors. The specific amendments are as follows:
(i) A new Article 2.2.4 as follows shall
be added:
'2.2.4 Party A has full autonomy in
managing the funds deposited in Party
B. Party B guarantees that it will not
interfere, and guarantees that Party A
can timely allocate, transfer or
recover funds according to its
instructions, so as to ensure the
safety of Party A's funds.'
(ii) Article 3.1 of the Original Agreement
determines 'If Party A finds that the
price and quality of the services
provided by Party B deviate from the
market standards and is obviously not
competitive, Party A may choose to
provide relevant financial services by
other financial service institutions
according to actual conditions.'
Article 3.1 shall be amended as
follows: 'Party A may, at its own
discretion, determine the amount and
time limit involved in the deposit and
loan business with Party B; in
addition, Party A may, at its own
discretion and actual circumstances,
choose or change the financial
services provided by other financial
service institutions at any time.'
(iii) Article 3.2 of the Original Agreement
determines 'If Party B violates its
obligations under this agreement,
Party A has the right to gradually
reduce cooperation with Party B until
the agreement is unilaterally
terminated'.
Article 3.2 shall be amended as
follows: 'If Party B violates its
obligations under this agreement,
Party A has the right to unilaterally
terminate this agreement.'
Except for the above amendments, the other terms of the original
agreement remain unchanged.
The transaction constitutes a related party transaction of the
Company and is therefore subject to the approval of the
shareholders meeting of the Company: Haier Group Corporation is the
actual controller of the Company. Qingdao Haier Investment and
Development Co., Ltd and the Company are the enterprises under the
actual control of Haier Group Corporation. Therefore, Haier Group
Corporation and Qingdao Haier Investment and Development Co., Ltd
constitute related parties of the Company and signing as well as
amending the 'Financial Service Agreement' forms a related party
transaction between the Company and Haier Group Corporation.
This related party transaction does not constitute a major asset
reorganization as stipulated in the Measures for the Administration
of Major Asset Restructuring of Listed Companies, nor does it
constitute a material related party transaction as stipulated in
the Implementation Guidelines.
II. *Preconditions for attending the
Extraordinary Shareholders Meeting and for
exercising voting rights*
Only those shareholders are entitled to attend the Extraordinary
Shareholders 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 Thursday, 13 December 2018 (Record Date) and whose registration for
the Extraordinary Shareholders Meeting is received by the Company
during the registration period until Thursday, 20 December 2018, 24:00
CET at the following address
Qingdao Haier Co. Ltd.
c/o Computershare Operations Center
80249 München
Telefax: +49 89 30903-74675
E-Mail: anmeldestelle@computershare.de
in German or English language.
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