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 2023 Annual General Meeting
(the 'AGM' or 'General Meeting')
and
First Class Meeting of D-Shareholders 2024
(the 'D-Shares Class Meeting') on Thursday, 20 June 2024 at 14:00 (CST) (08:00 CEST) at Rendanheyi Research Center, Haier Science and Technology Innovation Ecological Park,
Laoshan District, Qingdao, People's Republic of China (PRC) | I. | Agenda Items of the AGM |
| 1. | To Consider and Approve 2023 Financial Statements | | 2. | To Consider and Approve 2023 Report on the Work of the Board of Directors | | 3. | To Consider and Approve 2023 Report on the Work of the Board of Supervisors | | 4. | To Consider and Approve 2023 Annual Report and Annual Report Summary | | 5. | To Consider and Approve 2023 Audit Report on Internal Control | | 6. | To Consider and Approve 2023 Profit Distribution Plan | | 7. | To Consider and Approve the Resolution on Formation of the Shareholder Return Plan for the Next Three Years (2024-2026) | | 8. | To Consider and Approve the Resolution on the Re-appointment of PRC Accounting Standards Auditor | | 9. | To Consider and Approve the Resolution on the Re-appointment of International Accounting Standards Auditor | | 10. | To Consider and Approve the Resolution on the Anticipated Guarantees’ Amounts for the Company and its Subsidiaries in 2024 | | 11. | To Consider and Approve the Resolution on the Conduct of Foreign Exchange Fund Derivatives Business | | 12. | #To Consider and Approve the Resolution on the Change of Use and Cancellation of Partial Repurchased Shares | | 13. | # To Consider and Approve the Resolution on the General Meeting to Grant a General Mandate to the Board of Directors to Decide to Issue Domestic and Overseas Debt Financing Instruments | | 14. | #To Consider and Approve the Resolution on the General Meeting to Grant a General Mandate to the Board of Directors on Additional Issuance of A Shares of the Company | | 15. | #To Consider and Approve the Resolution on the General Meeting to Grant a General Mandate to the Board of Directors on Additional Issuance of H Shares of the Company | | 16. | #To Consider and Approve the Resolution on the General Meeting to Grant a General Mandate to the Board of Directors on Additional Issuance of D Shares of the Company | | 17. | #To Consider and Approve the 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 | | 18. | #To Consider and Approve the 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 | | 19. | # To Consider and Approve the Resolution on Amendments to the Articles of Association of the Company | | 20. | To Consider and Approve the Resolution on Amendments to the Rules of Procedure for the General Meeting | | 21. | To Consider and Approve the Resolution on Amendments to the Rules of Procedure for the Board of Directors | | 22. | To Consider and Approve the Resolution on Amendments to the Rules of Procedure for the Board of Supervisors | | 23. | To Consider and Approve the Resolution on Amendments to Regulations on the Management of Fund Raising | | 24. | To Consider and Approve the Resolution on Amendments to Independent Directors System | | 25. | To Consider and Approve the Resolution on Amendments to Management System of Entrusted Wealth Management | | 26. | #To Consider and Approve the 2024 A Share Core Employee Stock Ownership Plan (Draft) and its Summary | | 27. | #To Consider and Approve the 2024 H Share Core Employee Stock Ownership Plan (Draft) and its Summary | | 28. | To Consider and Approve the Resolution on the Adjustment of Directors’ Remuneration | | 29. | To Consider and Approve the Resolution on the Re-election of Supervisors |
In addition, the AGM will listen to independent directors' report on their work in 2023. | 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 20 June 2024 (jointly the 'Class Meetings'). At each of the Class Meetings, three special resolutions will be proposed for the Class Shareholders to consider and approve, if thought fit: | 1. | #To Consider and Approve the Resolution on the Change of Use and Cancellation of Partial Repurchased Shares | | 2. | #To Consider and Approve the 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 | | 3. | #To Consider and Approve the 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 12-19, 26-27 and Section II 1-3 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 are completely included in the proposals of the General Meeting as well (refer to agenda items 12, 17 and 18 in Section I). 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 12 June 2024 (Record Date) and whose registration for the General Meeting is received by the Company during the registration period until 19 June 2024, 17:00 (CEST) at the following address | | Haier Smart Home Co., Ltd.
c/o Computershare Operations Center
80249 München
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 or e-mailed prior to the General Meeting and the D-Shares Class Meeting to the above address under IV. by 19 June 2024, 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 19 June 2024, 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. | Right to submit proposals |
Shareholders that individually or jointly hold more than 3% of the Company’s total shares may put forward proposals to the Company and submit them in writing to the convener 10 days prior to the convening of the shareholders’ general meeting. Further details are in Article 96 of the Company’s Articles of Association. | VII. | 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. | VIII. | 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 9,438,114,893 registered shares with a par value of RMB 1.00 each, comprising 6,308,552,654 A-Shares, 2,858,548,266 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 9,438,114,893. Of the total A-shares, 145,238,037 A-shares have been repurchased by the Company from the open market and are to be used in the employee share incentive schemes, or otherwise might be cancelled. These A-shares will not participate in voting in the General Meeting. Subtracting these A-shares from the total number of issued shares and voting rights, the total number of voting rights at the time of convening the General Meeting amounts to 9,292,876,856. Qingdao City, China, in May 2024 Haier Smart Home Co., Ltd. The Board of Directors |
