DGAP Post-admission Duties announcement: Haier Smart Home Co.,Ltd. / Third
country release according to Article 50 Para. 1, No. 2 of the WpHG [the
German Securities Trading Act]
Haier Smart Home Co.,Ltd.: Release according to Article 50 of the WpHG [the
German Securities Trading Act] with the objective of Europe-wide
distribution
2020-07-31 / 21:42
Dissemination of a Post-admission Duties announcement according to Article
50 Para. 1, No. 2 WpHG transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*Notice of the 2020 Second Extraordinary General Meeting and the 2020 First
A Shares Class Meeting*
Qingdao / Shanghai / Frankfurt, 31 July 2020 - Haier Smart Home Co., Ltd.
(D-Share ISIN CNE1000031C1, A-Share ISIN CNE000000CG9, *'Haier Smart Home*'
or the '*Company*') published the notice on convening the 2020 Second
Extraordinary General Meeting 2020 First A Shares Class Meeting in
accordance with applicable trading rules of the Shanghai Stock Exchange and
applicable PRC laws. The Meetings will be held on *1 September 2020* in
Qingdao, China.
- Date of the Meetings: 1 September 2020
- Venue: Haier University, Haier Information Industrial Park, No.1 Haier
Road, Qingdao City, China
- Online voting system for A shareholders for the General Meeting: Shanghai
Stock Exchange Online Voting System for Shareholders' Meetings
- For the participation of D shareholders intending to attend the 2020
Second Extraordinary General Meeting (and the 2020 First D Shares Class
Meeting to be convened accordingly) , please refer to the publication
platform of the Company at https://www.dgap.de/, the German Federal Gazette
and the website of the Company at http://smart-home.haier.com/en/ggyxw/ [1],
the invitation letter for, among others, the 2020 Second Extraordinary
General Meeting (and the 2020 First D Shares Class Meeting) separately
issued to D shareholders shortly.
I. *RESOLUTION TO BE CONSIDERED AT THE MEETINGS*
*(1) *Resolutions to be considered at the 2020 Second Extraordinary General
Meeting and type of shareholders
*No.* *Name of *Class of Shareholders*
Resolution*
*A-share *D-share
Shareholders* Shareholders*
Resolution by non-cumulative poll
Resolution on v v
Compliance of the
Material Assets
Restructuring with
Relevant Laws and
Regulations on
Restructuring
.00 Resolution on the v v
Specific Scheme
for the Material
Assets
Restructuring
(case by case)
2.01 Scheme Overview v v
2.02 Regulatory v v
Approval of the
Scheme
2.03 Counterparty v v
2.04 Underlying Assets v v
2.05 Valuation and v v
Transaction Price
of the Underlying
Assets
2.06 Type and Par Value v v
of Shares to Be
Issued
2.07 Place of Listing v v
2.08 Issue Date v v
2.09 Target of Issuance v v
2.10 Base Date for v v
Pricing, Issue
Price and Pricing
Method of H Shares
to Be Issued
2.11 Number of H Shares v v
to Be Issued
2.12 Exchange Ratio v v
2.13 Cash Expense v v
Payment by Haier
Electrics
2.14 Treatment of v v
Fractional Shares
2.15 Arrangements for v v
Rollover of
Undistributed
Profits
2.16 Lock-up Period v v
Arrangement
2.17 Validity Period of v v
the Resolution
Resolution on the v v
Transaction
Constituting a
Related Party
Transaction
Resolution on the v v
Transaction
Constituting a
Material Assets
Restructuring
Resolution on the v v
Transaction Not
Constituting a
Restructuring for
Listing
Resolution on the v v
Draft Report on
the Purchase of
Material Assets
and the Related
Party Transaction
of Haier Smart
Home Co., Ltd. and
its Summary
Resolution on v v
Compliance with
Article 11 of the
Administrative
Measures for
Material Asset
Restructurings of
Listed Companies
and Article 4 of
Provisions on
Several Issues
concerning
Regulating the
Material Asset
Restructurings of
Listed Companies
Resolution on the v v
Company's
2017-2019 IAS
Audit Reports, Pro
Forma Review
Reports
Resolution on v v
Audit Reports and
Pro Forma Review
Reports Relating
to Underlying
Assets in the
Transaction
Resolution on v v
Valuation Report
Relating to
Underlying Assets
in the Transaction
Resolution on the v v
Independence of
the Valuer,
Reasonableness of
the Valuation
Assumptions,
Relevance of the
Valuation
Methodology to the
Valuation Purpose
and Fairness of
Transaction
Pricing
Resolution on the v v
Completeness and
Compliance of
Legal Procedures
and the Validity
of the Legal
Documents
Submitted in the
Transaction
Resolution on v v
Matters Relating
to the Possible
Dilution of the
Current Earnings
Per Share of
Listed Companies
by the Transaction
Resolution on the v v
Report on the Use
of the Company's
Previous
Proceedings
Resolution on the v v
Shareholder Return
Plan for the Next
Three Years
(2021-2023) of
Haier Smart Home
Co., Ltd.
Resolution on v v
Amending the
Articles of
Association of
Haier Smart Home
Co., Ltd.
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the Rules
of Procedure for
General Meetings
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the Rules
of Procedure for
the Board of
Directors
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the Rules
of Procedure for
the Board of
Supervisors
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the
Management System
of Funds Raised
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the Fair
Decision-Making
System for Related
Party Transactions
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the
System for
Independent
Directors
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the
Investment
Management System
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the
External Guarantee
Management System
Applicable Upon
the Listing of the
Company's H Shares
Resolution on v v
Amending the
Confidentiality
and Records
Management System
for Overseas
Issuance of
Securities and
Listing Applicable
Upon the Listing
of the Company's H
Shares
Resolution on v v
Requesting the
General Meeting to
Authorize the
Board of Directors
and its Authorized
Persons to Sign
the Framework
Agreement on Daily
Related Party
Transactions for
2020-2022
Resolution on v v
Requesting the
General Meeting to
Authorize the
Board of Directors
and its Authorized
Persons to Handle
(MORE TO FOLLOW) Dow Jones Newswires
July 31, 2020 15:42 ET (19:42 GMT)
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