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Haier Smart Home Co., Ltd. — AGM Information 2021
May 25, 2021
51035_rns_2021-05-25_ed6fa51f-a7ca-4aa3-b369-fd83a1bdcf7f.pdf
AGM Information
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Haier Smart Home Co., Ltd. * 海爾智家股份有限公司
(a joint stock company incorporated in the People’s Republic of China with limited liability) Stock Code: 6690
FURTHER REVISED PROXY FORM FOR THE ANNUAL GENERAL MEETING OF 2020 (OR ANY ADJOURNMENT THEREOF) TO BE HELD ON 25 JUNE 2021
No. of shares to which this further revised proxy form relates[(note][1)]
I/We[(Note][2)] of being the holder(s) of H shares[(Note3)]
of RMB1.00 each of Haier Smart Home Co., Ltd.(the ‘‘Company’’), hereby appoint the chairman of the meeting or
(Note4)
of
as my/our proxy(ies) and on my/our behalf to attend the annual general meeting of 2020 (‘‘AGM’’) and any adjournment thereof to be held at 2: 00 p.m. on 25 June 2021 (Friday) at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, the People’s Republic of China, and to vote at such meeting or any adjournment thereof in respect of the resolutions (special resolutions are marked by *) set out in the further revised notice of the AGM as indicated below on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.
| RESOLUTIONS | RESOLUTIONS | FOR(Note 5) | AGAINST(Note 5) | ABSTAIN (Note 5) | ||
|---|---|---|---|---|---|---|
| 1. | To Consider and Approve 2020 Financial Statements | |||||
| 2. | To Consider and Approve 2020 Annual Report and AnnualReport Summary | |||||
| 3. | To Consider and Approve 2020 Report on the Work of theBoard of Directors | |||||
| 4. | To Consider and Approve 2020 Report on the Work of theBoard of Supervisors | |||||
| 5. | To Consider and Approve 2020 Audit Report on InternalControl | |||||
| 6. | To Consider and Approve 2020 Profit Distribution Plan | |||||
| 7. | *To Consider and Approve Resolution on the AnticipatedProvision of Guarantees for its Subsidiaries in 2021 | |||||
| 8. | To Consider and Approve Resolution on the Conduct ofForeign Exchange Fund Derivatives Business | |||||
| 9. | To Consider and Approve Resolution on the Adjustment ofAllowances of Directors | |||||
| 10. | To Consider and Approve Resolution on Closing CertainFund-raising Investment Projects from Convertible CorporateBonds and Permanently Supplementing the Working Capitalwith the Surplus Funds | |||||
| 11. | *To Consider and Approve Resolution on the General Meetingto Grant a General Mandate to the Board of Directors onAdditional Issuance of H Shares of the Company | |||||
| 12. | *To Consider and Approve Resolution on the General Meetingto Grant a General Mandate to the Board of Directors onAdditional Issuance of D Shares of the Company | |||||
| 13. | *To Consider and Approve Resolution on the General Meetingto Grant a General Mandate to the Board of Directors to Decideto Repurchase Not More Than 10% of the Total Number ofH Shares of the Company in Issue | |||||
| 14. | *To Consider and Approve Resolution on the General Meetingto Grant a General Mandate to the Board of Directors to Decideto Repurchase Not More Than 10% of the Total Number ofD Shares of the Company in Issue | |||||
| 15. | *To Consider and Approve Resolution on Amendments to theArticles of Association | |||||
| 16. | To Consider and Approve Resolution on Amendments to theRules of Procedure for the Board of Directors | |||||
| 17. | To Consider and Approve Resolution on Amendments to theRules of Procedure for the Board of Supervisors | |||||
| 18. | 18. | To Consider and Approve Resolution on Amendments to theExternal Guarantee Management System | ||||
- For identification purpose only
| RESOLUTIONS | FOR(Note 5) | AGAINST(Note 5) | ABSTAIN (Note 5) | |
|---|---|---|---|---|
| 19. | To Consider and Approve Resolution on Re-appointment of | |||
| PRC Accounting Standards Auditor | ||||
| 20. | To Consider and Approve Resolution on Re-appointment of | |||
| International Accounting Standards Auditor | ||||
| 21. | To Consider and Approve Resolution on Renewal of the | |||
| Financial Services Framework Agreement and its Expected | ||||
| Related-Party Transaction Limit with Haier Group and Haier | ||||
| Finance | ||||
| 22. | *To Consider and Approve the A Share Core Employee Stock | |||
| Ownership Plan (2021–2025) (Draft) and its Summary | ||||
| 23. | *To Consider and Approve the H Share Core Employee Stock | |||
| Ownership Plan (2021–2025) (Draft) and its Summary | ||||
| 24. | *To Consider and Approve Resolution on Authorization by the | |||
| General Meeting to the Board of Directors to Handle Matters | ||||
| Pertaining to the Core Employee Stock Ownership Plan of the | ||||
| Company | ||||
| 25. | *To Consider and Approve the H Share Restricted Share Unit | |||
| Scheme (2021–2025) (Draft) | ||||
| 26. | *To Consider and Approve Resolution on Authorization by the | |||
| General Meeting to the Board of Directors or the Delegatee to | ||||
| Handle Matters Pertaining to the Restricted Share Unit Scheme | ||||
| Cumulative Voting | ||||
| Please fill in the number of votes(Note 12) | ||||
| 27. | ToConsiderandApproveResolutiononElectionof | |||
| Independent Director | ||||
| 27.1 | Wu Qi | |||
| 28. | To Consider and Approve Resolution on Election of Supervisors | |||
| of the Company | ||||
| 28.1 | Liu Dalin | |||
| 28.2 | Ma Yingjie |
Date:
[6)] Signature[(Note] :
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Note: NoticePrior to the appointment of your proxy, you are advised to review the original notice of the Company dated 30 March 2021, the revised notice dated 29 April 2021 (the ‘‘’’) and the further revised notice (the ‘‘Further Revised Notice’’) dated 25 May 2021. Revised Notes: 1. Please insert the number of shares of the Company registered in your name(s) to which this further revised proxy form relates. If no number is inserted, this further revised proxy form will be deemed to relate to all the shares in the Company registered in your name(s).
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- Please insert your full name(s) and address(es) in BLOCK CAPITALS. The names of all joint holders should be stated. 3. Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.
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If you wish to appoint any other person as your proxy you should delete the reference to the ‘‘chairman of the meeting’’ and insert the name and address of the proxy you wish to appoint. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE AGM WILL ACT AS YOUR PROXY. Your proxy need not be a member of the Company, but must attend the AGM in person to represent you. ANY ALTERATION MADE TO THIS FURTHER REVISED PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE PUT A TICK IN THE BOX MARKED ‘‘FOR’’ OR INSERT THE NUMBER OF H SHARES HELD BY YOU. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE PUT A TICK IN THE BOX MARKED ‘‘AGAINST’’ OR INSERT THE NUMBER OF H SHARES HELD BY YOU. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE PUT A TICK IN THE BOX MARKED ‘‘ABSTAIN’’ OR INSERT THE NUMBER OF H SHARES HELD BY YOU. If no direction is given, your proxy will be entitled to vote at his/her own discretion. The share abstained will be counted in the calculation of the required majority.
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A member entitled to vote at the AGM is entitled to appoint one or more proxies to attend and vote on his/her behalf. If more than one proxy is appointed, the appointment shall specify the number of shares in respect of which each such proxy is appointed.
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This further revised proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised on that corporation’s behalf.
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Where they are joint registered holders of any shares of the Company, any one of such persons may vote at the AGM, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the AGM in person or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
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In order to be valid, this proxy form, together with any power of attorney or other authorised documents (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the H Share Registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for the H shareholders) not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be).
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Completion and delivery of this proxy form will not preclude you from attending and voting at the AGM in person or any adjournment thereof (as the case may be) if you so 11. wishIf a shareholderand, in suchhasevent,not yetthereturnedproxy shallthe beproxydeemedformtodatedbe revoked.30 March 2021 or 29 April 2021 (the ‘‘Original Proxy Forms’’) published by the Company in accordance with the instructions thereon, and wishes to appoint a proxy to attend the AGM on his/her behalf, he/she is required to submit the further revised proxy form. In this case, the shareholder shall not submit the Original Proxy Forms. If a shareholder has already returned the Original Proxy Forms in accordance with the instructions printed thereon, he/she should note that: (1) If no further revised proxy form is returned by the shareholder in accordance with the instructions thereon, the Original Proxy Forms will be treated as a valid proxy form lodged by the shareholder if duly completed. The proxy appointed under the Original Proxy Forms will also be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution (including the additional resolutions 22 to 26 set out in the Further Revised Notice) properly put to the AGM.
(2) If the further revised proxy form is returned by the shareholder in accordance with the instructions thereon at or before 2: 00 p.m. on 24 June 2021, the further revised proxy form will be treated as a valid proxy form lodged by the shareholder if duly completed.
(3) If the further revised proxy form is returned by the shareholder after 2: 00 p.m. on 24 June 2021, the further revised proxy form will be deemed invalid. It will not revoke the Original Proxy Forms previously lodged by the shareholder. The Original Proxy Forms will be treated as a valid proxy form lodged by the shareholder if duly completed. The proxy appointed under the Original Proxy Forms will also be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution (including the additional resolutions 22 to 26 set out in this Further Revised Notice) properly put to the AGM.
- The cumulative voting method shall be adopted for the voting of Resolution 27 and Resolution 28. 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.
PERSONAL INFORMATION COLLECTION STATEMENT
proxies)Your supplyand yourof yourvotingandinstructionsyour proxy’sfor(ortheproxies’)AGM (thename(s)‘‘Purposesand address(es)’’). We mayistransferon a voluntaryyour andbasisyour forproxy’sthe purpose(or proxies’)of processingname(s) andyouraddress(es)request fortotheourappointmentagent, contractor,of a proxyor third(or party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.