DJ DGAP-HV: Haier Smart Home Co. Ltd: Bekanntmachung der Einberufung zur Hauptversammlung am 03.06.2020 in Qingdao City mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
DGAP-News: Haier Smart Home Co. Ltd / Bekanntmachung der Einberufung zur
Hauptversammlung
Haier Smart Home Co. Ltd: Bekanntmachung der Einberufung zur Hauptversammlung am
03.06.2020 in Qingdao City mit dem Ziel der europaweiten Verbreitung gemäß §121
AktG
2020-05-11 / 15:06
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
Haier Smart Home 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 Ordinary General Meeting of Shareholders 2020 (the
'General Meeting') on Wednesday, 3 June 2020 at 14:30 (CST) (08:30 CEST) at Haier
University, Haier Industrial Park,
No.1 Haier Road, Laoshan District, Qingdao City, China.
I. *Agenda Items*
1. *2019 Final Financial Report of Haier Smart Home Co., Ltd.*
The Board of Directors of the Company and the Board of Supervisors of the
Company have considered and approved the _2019 Final Financial Report of Haier
Smart Home Co., Ltd._ on 28 April 2020.
For details, please refer to Section XII of the _2019 Annual Report of Haier
Smart Home Co., Ltd.,_ published on the website of Shanghai Stock Exchange
under
http://www.sse.com.cn/assortment/stock/list/info/announcement/index.shtml?prod
uctId=600690
(in Chinese) and on the Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
(in English).
The Final Financial Report is submitted to the Annual General Meeting of the
Company for consideration and approval.
2. *Report on 2019 Annual Report and its Summary of Haier Smart Home Co., Ltd.*
Pursuant to the requirements of Article 68 of the _Securities Law_ and the
relevant requirements of the _Regulation on the Preparation of Information
Disclosure Contents and Formats of Information Disclosure by Listed Companies
No. 2 - Contents and Formats of Annual Reports (Revised in 2017)_, on 28 April
2020, the Board of Directors has carefully studied and reviewed the 2019
Annual Report of the Company and came to the opinion that:
(i) The Company operates in strict
compliance with the accounting system
for business enterprises. The 2019
Annual Report gives a true account of
the financial position and operating
results of the Company for the year.
(ii) The _2019 Auditor's Reports of Haier
Smart Home Co., Ltd. _issued by the
Shandong Hexin Certified Public
Accountants LLP is true and fair.
The Board of Directors warrants that the information contained in the 2019
Annual Report is true, accurate and complete, and that there are no false or
misleading statements contained in or material omissions from the report. The
members of the Board of Directors jointly and severally accept full
responsibility for the authenticity, accuracy and completeness of the
information contained in the report.
Furthermore, on 28 April 2020, the Board of Supervisors has carefully studied
and reviewed the 2019 Annual Report of the Company and came to the opinion
that:
(i) The preparation and audit procedure of
the 2019 Annual Report and its summary
of the Company are in compliance with
the laws, regulations and relevant
provisions of _Articles of
Association_.
(ii) The content and form of the 2019
Annual Report and its summary of the
Company are in compliance with the
relevant provisions of the China
Securities Regulatory Commission and
Shanghai Stock Exchange, and the
information contained can accurately
and objectively reflect the financial
position and operation result of the
Company during the reporting period
from all aspects.
(iii) Before arriving at this opinion, no
person participating in preparation
and audit of the 2019 Annual Report
had been found acting in breach of the
rules of confidentiality
Therefore, the Board of Supervisors promises that there are no false or
misleading statements contained in or material omissions from the information
contained in the _2019 Annual Report of Haier Smart Home Co., Ltd._ and each
member jointly and severally accepts full responsibility for the authenticity,
accuracy and completeness of the information therein.
For details, please refer to the _2019 Annual Report of Haier Smart Home Co.,
Ltd._, published on the Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The Report on 2019 Annual Report is submitted to the Annual General Meeting of
the Company for consideration and approval.
3. *Work Report of the Board of Directors in 2019 of Haier Smart Home Co., Ltd.*
The Board of Directors of the Company has considered and approved the _Work
Report of the Board of Directors in 2019 of Haier Smart Home Co., Ltd._ on 28
April 2020.
For details, please refer to Section IV of the _2019 Annual Report of Haier
Smart Home Co., Ltd_., published on the Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The Work Report of the Board of Directors in 2019 is submitted to the Annual
General Meeting of the Company for consideration and approval.
4. *Work Report of the Board of Supervisors in 2019 of Haier Smart Home Co.,
Ltd.*
The Board of Supervisors of the Company has considered and approved the _Work
Report of the Board of Supervisors in 2019 of Haier Smart Home Co., Ltd._ on
28 April 2020.
For details, please refer to Section I of the _Announcement on Resolutions of
the 7th Meeting of the Tenth Session of the Board of Supervisors of Haier
Smart Home Co., Ltd_., published on the Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The Work Report of the Board of Supervisors in 2019 is submitted to the Annual
General Meeting of the Company for consideration and approval.
5. *2019 Internal Control Audit Report of Haier Smart Home Co., Ltd.*
The Board of Directors of the Company and the Board of Supervisors of the
Company have considered and approved the _2019 Internal Control Audit Report
of Haier Smart Home Co., Ltd._ on 28 April 2020.
For details, please refer to the _2019 Internal Control Audit Report of Haier
Smart Home Co., Ltd.,_ published on the Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The Internal Control Audit Report is submitted to the Annual General Meeting
of the Company for consideration and approval.
6. *Proposal of Profit Distribution in 2019 of Haier Smart Home Co., Ltd.*
The Board of Directors of the Company and the Board of Supervisors of the
Company have considered and approved the _Proposal of Profit Distribution in
2019 of Haier Smart Home Co., Ltd._ on 28 April 2020.
The 2019 Profit Distribution Proposal prepared by the Company is to distribute
the cash dividend of RMB 3.75 (tax included) to all shareholders for every 10
shares based on the total share capital on the registration date when the
distribution plan is implemented in the future. The remaining reserved profits
of the Company will be mainly used for project construction, foreign
investment, R&D investment and daily operations related to the Company's
principal business and therefore to maintain sustainable and stable
development and to bring more benefits for investors.
For details, please refer to _Haier Smart Home Co., Ltd. Announcement on
Proposal of Profit Distribution in 2019_, published on the Company's website
under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The proposal is submitted to the Annual General Meeting of the Company for
consideration and approval.
7. *Proposal on Renewing Engagement of Accounting Firm of Haier Smart Home Co.,
Ltd.*
The Board of Directors of the Company has considered and approved the
_Proposal on Renewing Engagement of Accounting Firm of Haier Smart Home Co.,
Ltd._ on 28 April 2020.
For details, please refer to the _Announcement on Renewing Engagement of
Accounting Firm of Haier Smart Home Co., Ltd.,_ published on the Company's
website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The proposal is submitted to the Annual General Meeting of the Company for
consideration and approval.
8. *Proposal on Estimation on Day-to-day Related-party Transaction in 2020 of
Haier Smart Home Co., Ltd.*
The Board of Directors of the Company and the Board of Supervisors of the
Company have considered and approved the _Proposal on Estimation on Daily
Related-party Transaction in 2020 of Haier Smart Home Co., Ltd._ on 28 April
2020.
For details, please refer to the _Announcement on Estimation on Daily
Related-party Transaction in 2020 of Haier Smart Home Co., Ltd.,_ published on
the Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The proposal is submitted to the Annual General Meeting of the Company for
consideration and approval.
9. *Proposal on Prediction on Providing Guarantees for Subsidiaries in 2020 of
Haier Smart Home Co., Ltd.*
The Board of Directors of the Company and the Board of Supervisors of the
Company have considered and approved the _Proposal on Prediction on Providing
Guarantees for Subsidiaries in 2020 of Haier Smart Home Co., Ltd._ on 28 April
2020.
For details, please refer to the _Announcement on Prediction on Providing
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DJ DGAP-HV: Haier Smart Home Co. Ltd: Bekanntmachung -2-
Guarantees for Subsidiaries in 2020 of Haier Smart Home Co., Ltd.,_ published
on the Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The proposal is submitted to the Annual General Meeting of the Company for
consideration and approval.
10. *Proposal on Conducting Foreign Exchange Funds Derivatives Business of Haier
Smart Home Co., Ltd.*
The Board of Directors of the Company and the Board of Supervisors of the
Company have considered and approved the _Proposal on Conducting Foreign
Exchange Funds Derivatives Business of Haier Smart Home Co., Ltd._ on 28 April
2020.
For details, please refer to the _Announcement on Conducting Foreign Exchange
Funds Derivatives Business of Haier Smart Home Co., Ltd.,_ published on the
Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The proposal is submitted to the Annual General Meeting of the Company for
consideration and approval.
11. *Proposal of Haier Smart Home Co., Ltd. on the Completion of Part of
Investment Projects Financed by Proceeds and the Permanent Replenishment of
Working Capital with Raised Funds Savings*
The Board of Directors of the Company and the Board of Supervisors of the
Company have considered and approved the _Proposal of Haier Smart Home Co.,
Ltd. on the Completion of Part of Investment Projects Financed by Proceeds and
the Permanent Replenishment of Working Capital with Raised Fund Savings_ on 28
April 2020.
For details, please refer to the _Announcement on the Completion of Part of
Investment Projects Financed by Proceeds and the Permanent Replenishment of
Working Capital with Raised Fund Savings,_ published on the Company's website
under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The proposal is submitted to the Annual General Meeting of the Company for
consideration and approval.
12. *Proposal of Haier Smart Home Co., Ltd. On Purchasing Liability Insurance for
Directors, Supervisors and Senior Management of the Company*
The Board of Directors of the Company has considered and approved the
_Proposal of Haier Smart Home Co., Ltd. On Purchasing Liability Insurance for
Directors, Supervisors and Senior Management of the Company_ on 28 April 2020.
For details, please refer to Section XX of the Announcement on Resolutions of
the 7th Meeting of the Tenth Session of the Board of Directors, published on
the Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The proposal is submitted to the Annual General Meeting of the Company for
consideration and approval.
13. *Proposal on Changing Its Part of the Undertakings of Assets Injection of
Haier Group Corporation by Haier Smart Home Co., Ltd.*
The Company intends to change its part of the undertakings of assets injection
(hereinafter referred to as the '_Changes in the Undertakings_') according to
the _Stock Listing Rules of Shanghai Stock Exchange, Guidelines for the
Supervision listed Companies No. 4 - Actual Controllers, Shareholders, Related
Parties, Acquirers of Listed Companies and Listed Companies' Undertaking and
Implementation_ and other relevant regulations.
The Board of Directors of the Company and the Board of Supervisors of the
Company have considered and approved the _Proposal on Changing Its Part of the
Undertakings of Assets Injection of Haier Group Corporation by Haier Smart
Home Co., Ltd._ on 28 April 2020.
For details, please refer to the _Announcement on Changing Its Part of the
Undertakings of Assets Injection of Haier Group Corporation_, published on the
Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
14. *Proposal of Haier Smart Home Co., Ltd. on Continuing to be Entrusted to
Manage Qingdao Haier Optronics Limited*
The Board of Directors of the Company has considered and approved the
_Proposal of Haier Smart Home Co., Ltd. on Continuing to be Entrusted to
Manage Qingdao Haier Optronics Limited_ on 28 April 2020.
In order to fulfill the undertaking of Haier Group Corporation (hereinafter
referred to as "_Haier Group_") to continue to solve the problem of
inter-trade competition, the Company and Haier Group signed the _Supplementary
Agreement on the Entrustment Agreement for Qingdao Haier Optronics Co., Ltd.
(??????????)_ between Haier Group Corporation and Haier Smart Home Co., Ltd.
on 28 April 2020. It is agreed that Haier Group will continue to entrust the
Company to operate and manage its relevant assets in Qingdao Haier Optronics
Co., Ltd.
For further details, please refer to the _Announcement on Related-Party
Transaction of Continued-Entrusted Management of Qingdao Haier Optronics Co.,
Ltd._, published on the Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The proposal is submitted to the Annual General Meeting of the Company for
consideration and approval.
15. *Proposal on Amending the 'Articles of Association' of Haier Smart Home Co.,
Ltd.*
The Board of Directors of the Company has considered and approved the
_Proposal on Amending the 'Articles of Association' of Haier Smart Home Co.,
Ltd._ on 28 April 2020.
For details, please refer to the _Announcement on Amending the 'Articles of
Association'_, published on the Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The proposal is submitted to the Annual General Meeting of the Company for
consideration and approval.
16. *Proposal on Proposed Registration and Issuance of Debt Financing Instruments
of Haier Smart Home Co., Ltd.*
The Board of Directors of the Company and the Board of Supervisors of the
Company have considered and approved the _Proposal on Proposed Registration
and Issuance of Debt Financing Instruments of Haier Smart Home Co., Ltd._ on
28 April 2020.
For details, please refer to the _Announcement on Proposed Registration and
Issuance of Debt Financing Instruments,_ published on the Company's website
under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The proposal is submitted to the Annual General Meeting of the Company for
consideration and approval.
17. *Proposal on Election of Independent Director of Haier Smart Home Co., Ltd.*
The Board of Directors of the Company has considered and approved the
_Proposal on Election of Independent Directors of Haier Smart Home Co., Ltd._
Given that Mr. Shi Tiantao's term of office as a current independent director
of the Company is about to expire, and to ensure the normal operation of the
Board of Directors of the Company, a candidate is proposed to be the
independent director for the remainder of the 10th session of the Board of
Directors under the Company Law and the Articles of Association as well as the
opinions of the Nomination Committee under the Board of Directors of the
Company.
17.01. *Wong Hak Kun*
The candidate is Wong Hak Kun, male, born in 1956. He has
more than 36 years of experience in audit, assurance and
management with Deloitte China and has been a partner of
Deloitte China from 1992 until retiring in May 2017. From
2000 to 2008, he served as a member of the board of
directors of Deloitte, China. Before retiring, Mr. Wong
acted as Deloitte China's National Audit & Assurance
Managing Partner. Mr. Wong holds a Bachelor of Social
Sciences from the University of Hong Kong. He is a member
of the Hong Kong Institute of Certified Public
Accountants, the Association of Chartered Certified
Accountants, the Chartered Institute of Management
Accountants, and the Institute of Chartered Secretaries
and Administrators. Mr. Wong is currently an independent
non-executive director of Yue Yuen Industrial (Holdings)
Limited (551.HK), Lung Kee (Bermuda) Holdings Limited
(255.HK) and Zhejiang Cangnan Instrument Group Co., Ltd.
(1743.HK).
His qualification as independent director has been filed
to Shanghai Stock Exchange without objection.
For further details, please refer to the _Letter on
Nominating Independent Director Candidate to Haier Smart
Home Co., Ltd._, published on the Company's website under
https://smart-home.haier.com/investor_relations_en/ggyxw/
The proposal is submitted to the 2019 Annual General
Meeting of the Company for consideration and approval.
II. *Preconditions for attending the General
Meeting and for exercising voting rights*
Only those shareholders are entitled to attend the General 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 27 May 2020 (Record Date) and whose registration for the General
Meeting is received by the Company during the registration period until 02 June
2020, 18:00 (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. The only criterion for participating in the
General 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
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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.
III.
_1. Voting through a proxy_
Shareholders may also have their voting rights and other rights exercised at the
General 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 II.
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 AGM 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 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. The form will also be available for download on the Company's
website at
https://smart-home.haier.com/investor_relations_en/ggyxw/
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 to the above address under II. by 02 June 2020, 18:00 (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 in writing 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 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 II. above.
Absentee votes may be sent to the Company by 02 June 2020, 18:00 (CEST) (arriving)
to the address mentioned above under II. Shareholders may use the registration
form for the General 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. The form will also be available for download on the Company's
website at
https://smart-home.haier.com/investor_relations_en/ggyxw/
Shareholders are asked to use this form for absentee voting wherever possible.
Absentee voting does not preclude attendance at the General Meeting. The personal
attendance of a shareholder or an authorised third party at the General Meeting
shall be deemed to be a revocation of a previously given absentee vote.
IV.
The content of this invitation to the General 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/investor_relations_en/ggyxw/
Further documents will be uploaded on the Company website before the day of the
General Meeting. After the General Meeting, the voting results will be made
available at the same website address.
V. *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 6,579,566,627 registed shares with a par value of
RMB 1.00 each, comprising of 6,308,552,654 A-Shares and 271,013,973 D-Shares. Each
of the A-Shares and D-Shares grants one vote at the General Meeting. Hence, the
total number of voting rights at the time of convening the General Meeting amounts
to 6,579,566,627.
Qingdao City, China, in May 2020
*Haier Smart Home Co., Ltd.*
_The Board of Directors_
2020-05-11 Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten,
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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: http://www.haier.net/
Ende der Mitteilung DGAP News-Service
1041053 2020-05-11
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May 11, 2020 09:06 ET (13:06 GMT)
