Haier Smart Home Co., Ltd. — Proxy Solicitation & Information Statement 2021

Feb 10, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Haier Smart Home Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED APPOINTMENT OF INTERNATIONAL ACCOUNTING STANDARDS AUDITOR FOR 2020

(3) GENERAL MANDATE FOR THE REPURCHASE OF H SHARES

(4) PROPOSED ELECTION OF ADDITIONAL DIRECTORS

(5) PROPOSED ELECTION OF ADDITIONAL

INDEPENDENT NON-EXECUTIVE DIRECTOR

(6) NOTICE OF THE FIRST EGM OF 2021

AND

(7) NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2021

The Letter from the Board is set out on pages 4 to 11 of this circular.

The Company will convene the EGM and Class Meetings at 2: 30 p.m. on 5 March 2021 (Friday) at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, PRC. The notice of the EGM and notice of the H Shares Class Meeting are set out on pages 21 to 25 of this circular.

Whether or not you intend to attend and/or vote at the EGM and the H Shares Class Meeting in person, you are requested to complete the form(s) of proxy in accordance with the instructions printed thereon and return the form(s) of proxy to Tricor Investor Services Limited, the H Shares Registrar of the Company (for the H Shareholders) as soon as possible and in any event not less than 24 hours before the scheduled time for the holding of the EGM and the First H Shares Class Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM and the H Shares Class Meeting or any adjournment thereof should you so wish.

In case of any inconsistency, the Chinese text of this circular shall prevail over the English text.

• For identification purpose only

11 February 2021

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Appendix I	— Details of the Proposed Amendments to the Articles of Association	12
Appendix II	— Explanatory Statement for the Repurchase Mandate . . . . . . . . . . . . . .	15
Appendix III	— Biographical Details of the Candidates for the
	Executive Director and Non-executive Directors . . . . . . . . . . . . . . . .	18
Appendix IV	— Biographical Details of the Candidate for the
	Independent Non-executive Director . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Notice of the First EGM of 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		21
Notice of the First H Shares Class Meeting of 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		24

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• ‘‘A Share(s)’’

• the A shares in the ordinary share capital of the Company, with a nominal value of RMB1.00 each, which are listed and traded on the Shanghai Stock Exchange (stock code: 600690)

• ‘‘A Shareholders’’

• holders of A shares of the Company

• ‘‘A Shares Class Meeting’’

• the first A Shares Class Meeting of 2021 of the Company to be held at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, PRC immediately after the first EGM of 2021 of the Company on 5 March 2021 (Friday)

• ‘‘Articles of Association’’

• the articles of association of the Company, which may be amended, supplemented or otherwise amended from time to time

• ‘‘Board’’ or ‘‘Board of the board of Directors of the Company Directors’’

• ‘‘China’’ or ‘‘PRC’’ the People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region and Taiwan

• ‘‘Class Meetings’’ the first A Shares/D Shares/H Shares Class Meetings of 2021 of the Company to be held at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, PRC immediately after the EGM of the Company on 5 March 2021 (Friday)

• ‘‘Company’’

• Haier Smart Home Co., Ltd., a joint stock company incorporated in the PRC on 28 April 1989 with limited liability, whose A Shares are listed on the Shanghai Stock Exchange (stock code: 600690), whose D Shares are listed on the China Europe International Exchange AG D-Share Market and quoted on the Frankfurt Stock Exchange (stock code: 690D), and whose H Shares are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 6690)

• ‘‘D Share(s)’’

• the D shares in the ordinary share capital of the Company, with a par value of RMB1.00 each, which are listed and traded on the China Europe International Exchange AG D-Share Market of the Frankfurt Stock Exchange (stock code: 690D)

– 1 –

DEFINITIONS

• ‘‘D Shares Class the first D Shares Class Meeting of 2021 of the Company to be Meeting’’ held at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, PRC immediately after the first EGM of 2021 and the first A Shares Class Meeting of 2021 of the Company on 5 March 2021 (Friday)

• ‘‘D Shareholders’’ holders of D shares of the Company ‘‘Director(s)’’ director(s) of the Company

• ‘‘EGM’’ the first extraordinary general meeting of 2021 of the Company to be held at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, PRC at 2: 30 p.m. on 5 March 2021 (Friday)

• ‘‘Group’’ the Company and its subsidiaries ‘‘H Shareholders’’ holders of H shares of the Company

• ‘‘H Shares’’ the H shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange (stock code: 6690)

• ‘‘H Shares Class the first H Shares Class Meeting of 2021 of the Company to be Meeting’’ held at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, PRC immediately after the first EGM of 2021, the first A Shares Class Meeting of 2021 and the first D Shares Class Meeting of 2021 of the Company on 5 March 2021 (Friday)

• ‘‘Haier Electronics’’ Haier Electronics Group Co., Ltd., the shares of which were listed on the Hong Kong Stock Exchange (stock code: 1169) and which was privatized and delisted on 23 December 2020

• ‘‘Haier Group’’ Haier Group Corporation, a company incorporated under the laws of the PRC and our Controlling Shareholder, which includes its subsidiaries where the context requires

• ‘‘HKD’’, ‘‘HK$’’ or Hong Kong dollars, the lawful currency of Hong Kong ‘‘HK dollars’’

• ‘‘Hong Kong’’ or ‘‘HK’’ Hong Kong Special Administrative Region of the PRC

• ‘‘Hong Kong Stock The Stock Exchange of Hong Kong Limited Exchange’’

– 2 –

DEFINITIONS

‘‘Independent the independent Director(s) referred to the Articles of Non-executive Association and the independent non-executive Director(s) Director(s)’’ under the Listing Rules ‘‘Latest Practicable 8 February 2021, being the latest practicable date for the purpose Date’’ of ascertaining certain information contained in this circular prior to its printing ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• ‘‘RMB’’ Renminbi, the lawful currency of the PRC

‘‘Share(s)’’ the ordinary shares of the Company, including A Share(s), D Share(s) and H Share(s) of the Company

‘‘Shareholder(s)’’ the shareholder(s) of the Company ‘‘Supervisor(s)’’ supervisors(s) of the Company

‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buy-backs (as amended from time to time) ‘‘%’’ per cent

Certain amounts and percentage figures in this circular have been subject to rounding adjustments. Accordingly, figures shown as currency conversion or percentage equivalents may not be an arithmetic sum of such figures.

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LETTER FROM THE BOARD

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

Executive Directors: LIANG Haishan (Chairman) LI Huagang

Non-executive Directors: TAN Lixia WU Changqi LIN Sui

Independent Non-executive Directors: DAI Deming CHIEN Dachun WONG Hakkun

Registered office and Headquarters: Haier Information Industry Park Laoshan District Qingdao, Shandong Province PRC

Principal place of business in Hong Kong: Unit 3513, 35/F, The Centre 99 Queen’s Road Central Hong Kong

To the Shareholders,

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

(2) PROPOSED APPOINTMENT OF

INTERNATIONAL ACCOUNTING STANDARDS AUDITOR FOR 2020

(3) GENERAL MANDATE FOR THE REPURCHASE OF H SHARES

• (4) PROPOSED ELECTION OF ADDITIONAL DIRECTORS

• (5) PROPOSED ELECTION OF ADDITIONAL

• INDEPENDENT NON-EXECUTIVE DIRECTOR

(6) NOTICE OF THE FIRST EGM OF 2021 AND

(7) NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2021

• For identification purpose only

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LETTER FROM THE BOARD

I. INTRODUCTION

The Company will convene the EGM at 2: 30 p.m. on 5 March 2021 (Friday), at which the following resolutions (special resolutions are marked with*) will be proposed for the Shareholders to consider and approve, if thought fit:

RESOLUTIONS

• *1. Consider and approve the resolution on the amendments to the Articles of Association of Haier Smart Home Co., Ltd.

• Consider and approve the resolution on the appointment of international accounting standards auditor for 2020

• *3. Consider and approve the resolution on the general mandate for the repurchase of H Shares upon the completion of the listing by way of introduction

• Consider and approve the resolution on the election of additional Directors of the Company, with the following items to be voted upon separately:

• 4.1 Consider and approve the resolution on the election of Mr. Xie Ju Zhi as an additional Director of the Company

• 4.2 Consider and approve the resolution on the election of Mr. Yu Hon To, David as an additional Director of the Company

• 4.3 Consider and approve the resolution on the election of Ms. Eva Li Kam Fun as an additional Director of the Company

• Consider and approve the resolution on the election of additional Independent Non-executive Director

In addition, the A Shares Class Meeting, D Shares Class Meeting and H Shares Class Meeting are to be held immediately after the EGM on 5 March 2021 (Friday). At each of the Class Meetings, a special resolution will be proposed for the Shareholders to consider and approve, if thought fit:

SPECIAL RESOLUTION

1. Consider and approve the resolution on the general mandate for the repurchase of H Shares upon the completion of the listing by way of introduction

The purpose of this circular is to provide you with the information regarding the resolutions to be considered and approved at the EGM and the H Shares Class Meeting for approval. The notice of the EGM and notice of the H Shares Class Meeting are set out on pages 21 to 25 of this circular.

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LETTER FROM THE BOARD

• II. RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM AND/OR THE H SHARES CLASS MEETING

• Proposed Amendments to the Articles of Association

A special resolution is to be proposed at the EGM to consider and approve the amendments to the Articles of Association, the details are as follow:

Reference is made to the announcement of the Company dated 7 February 2021 in relation to the proposed amendments to the Articles of Association.

Following the completion of the listing of H shares by way of introduction and the transaction of the privatisation of Haier Electronics by the Company, for the purpose of better realising the synergy, further optimising corporate governance, improving the environmental, social and governance standard of the Company, attracting excellent talents and speeding up the implementation of the Internet of Things Strategy, the Company intends to amend the relevant provisions of the existing Articles of Association in relation to corporate governance.

The comparison table for the proposed amendments to the Articles of Association is set out in Appendix I to this circular.

The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021, and is now proposed at the EGM for review and approval as a special resolution.

1. Proposed Appointment of International Accounting Standards Auditor for 2020

An ordinary resolution is to be proposed at the EGM to consider and approve the appointment of international accounting standards auditor for 2020, the details are as follows:

Reference is made to the announcement of the Company dated 7 February 2021 in relation to the proposed appointment of international accounting standards auditor for 2020.

Following the completion of the listing of H shares of the Company on the Main Board of the Hong Kong Stock Exchange on 23 December 2020, according to the relevant requirements of Listing Rules and after taking into consideration such factors including auditor’s qualifications, the Board proposes to appoint HLB Hodgson Impey Cheng Limited (the ‘‘HLB’’) as the international accounting standards auditor of the Company for 2020 to undertake the auditing works in accordance with the international accounting standards. HLB possesses the practicing qualifications of the Hong Kong accountant as well as the experience and capability for the provision of auditing services to companies listed on the Main Board of the Hong Kong Stock Exchange. HLB has participated in the international accounting standards auditing works in relation to the listing of the H Shares of the Company by way of introduction, and produced the Company’s auditing report for the period ended 30 June 2020 and

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LETTER FROM THE BOARD

reviewing report for the period ended 30 September 2020 under the international accounting standards, thus the appointment of HLB can satisfy the efficiency requirements for auditing engagement of the Company for 2020 under the international accounting standards. The audit fee is RMB3.39 million (including audit fee of RMB3.24 million for financial report and audit fee of RMB150,000 for the review of continuing connected transactions).

The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021, and is now proposed at the EGM for review and approval as an ordinary resolution.

3. General Mandate for the Repurchase of H Shares

A special resolution is to be proposed at the EGM and H Shares Class Meeting to consider and approve the general mandate for the repurchase of H Shares. An explanatory statement as required under the Listing Rules to provide the requisite information of the repurchase mandate is set out in Appendix II to this circular.

Following the listing of H Shares of the Company on the Hong Kong Stock Exchange, the Company intends to flexibly adjust the capital structure based on market conditions. The Company intends to repurchase H Shares through a centralised bidding transaction on the market of the Hong Kong Stock Exchange. All of the repurchased Shares will be cancelled and the registered capital will be reduced. The Board proposes the granting of the general mandate to the Board to the repurchase of H Shares be considered and approved at the EGM and the Class Meetings, and authorise the Board to repurchase H Shares in compliance with the Articles of Association and relevant laws, regulations and rules of the place where its securities are listed, and according to the conditions of the capital market without impairing the ability of the Company to fulfil its debt obligations and operate on an ongoing basis. The number of H Shares to be repurchased shall not exceed 10% of the total number of the H Shares of the Company in issue at the time when this resolution is passed at the EGM and the Class Meetings. It is expected that the total amounts to be repurchased within one year from the effective date of the repurchase mandate will not be less than HK$1 billion.

The general mandate for the repurchase of H Shares will be effective upon the approval of this resolution by the EGM and each of the Class Meetings and until the earlier of (a) the conclusion of the 2020 annual general meeting of the Company, unless the mandate referred in this resolution is replaced by a special resolution at the annual general meeting, with or without conditions; or (b) the date on which the mandate referred in this resolution is revoked or varied by resolution at any general meeting of the Company.

Meanwhile, the Board proposes to authorise the Board and persons authorised by the Board at the general meeting to take all actions, and sign, complete and submit all documents as it reasonably considers necessary, give effect to or in connection with the general mandate for the repurchase of H Shares.

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LETTER FROM THE BOARD

The aforesaid resolution has been reviewed and approved at the Fourteenth Meeting of the Tenth Session of the Board on 9 November 2020, and is now submitted to the EGM and the H Shares Class Meeting for review and approval as a special resolution. The resolution shall be effective subject to the approval at the EGM, the A Shares Class Meeting, the D Shares Class Meeting and the H Shares Class Meeting of the Company, respectively.

4. Proposed Election of Additional Directors

An ordinary resolution is to be proposed at the EGM to consider and approve the election of additional Directors, the details are as follows:

Reference is made to the announcement of the Company dated 7 February 2021 in relation to the proposed appointment of Directors.

Following the completion of the listing of H shares by way of introduction and the transaction on privatisation of Haier Electronics by the Company, to further improve the corporate governance, better realise the synergy and enhance diversity of the Board, the Company intends to elect additional directors, namely Mr. Xie Ju Zhi as the executive Director, and Mr. Yu Hon To, David and Ms. Eva Li Kam Fun as the non-executive Directors. The term of office shall commence from the date on which their appointments are approved at the general meeting of the Company until the date on which the term of the current session of the Board expires. Upon expiration of their terms of office, they may be re-elected. The biographical details of the aforementioned candidates for the executive Director and non-executive Directors are set out in Appendix III to this circular.

As at the latest practicable date, save as disclosed in this circular, in the past three years, each of the Director candidates has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor served other positions in other members of the Group, and does not have any other major appointments or professional qualifications. The Director candidates do not have other relationship with any Directors, Supervisors, senior management, substantial Shareholders or controlling Shareholders of the Company and do not hold any interest in the shares of the Company or its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There is or was no information in relation to the appointment of the Director candidates which is required to be disclosed pursuant to the requirements set out in 13.51(2) (h) to (v) of the Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders.

If the appointments are approved, the Company will enter into service contracts with each appointed director. The Director’s fees are the same as that of the current tenth session of the Board (RMB200,000 per annual for each Director).

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LETTER FROM THE BOARD

The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021, and is now proposed at the EGM for review and approval as an ordinary resolution.

5. Proposed Election of Additional Independent Non-executive Director

An ordinary resolution is to be proposed at the EGM to consider and approve the election of additional Independent Non-executive Director, the details are as follows:

Reference is made to the announcement of the Company dated 7 February 2021 in relation to the proposed election of additional Independent Non-executive Director.

To promote the Internet of Things Strategy of the Company and enrich the diversity of the Board, according to the relevant provisions of the Company Law of the People’s Republic of China and the Articles of Association of the Company as well as the opinions of the Nomination Committee under the Board, the Board has agreed that Mr. Li Shipeng (‘‘Mr. Li’’) is nominated as the Independent Non-executive Director, whose term of office shall be the same as the tenth session of the Board. His qualifications as the Independent Non-executive Directors have been filed with the Shanghai Stock Exchange with no objection.

Mr. Li has extensive experience in several sectors, including Internet of Things technologies and artificial intelligence. Not only will his joining be able to promote the diversity of Board members, but also speed up planning and implementation of the Company’s strategies of being the Internet of Things ecology brand.

The nomination of Mr. Li was made by the Company after taking into consideration of the diversity of Board members in respect of several factors, including cultural and educational background, professional experience, skills and expertise in particular. It is based on the value and contributions that can be made by the candidate to the Board, evaluated on an objective bases, after taking into full consideration of the benefits on the diversity of the Board members, and implemented in accordance with the law, regulations and relevant provisions of securities regulatory authorities. The biographical details of the aforementioned candidate for the Independent Non-executive Director are set out in Appendix IV to this circular.

As at the latest practicable date, save as disclosed in this circular, in the past three years, Mr. Li has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas, nor served other positions in other members of the Group, and does not have any other major appointments or professional qualifications. Mr. Li does not have other relationship with any Directors, Supervisors, senior management or substantial Shareholders or controlling Shareholders of the Company and does not hold any interest in the shares of the Company or its associated companies within the meaning of Part XV of the

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LETTER FROM THE BOARD

Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There is or was no information in relation to the appointment of Mr. Li which is required to be disclosed pursuant to the requirements set out in 13.51(2) (h) to (v) of the Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders.

If the appointment is approved, the Company will enter into service contracts with Mr. Li. The director’s fee is the same as that of the current tenth session of the Board (RMB200,000 per annual).

The aforesaid resolution has been reviewed and approved by the Board on 7 February 2021, and is now proposed at the EGM for review and approval as an ordinary resolution.

III. THE EGM AND H SHARES CLASS MEETING

The Company will convene the EGM and Class Meetings at 2: 30 p.m. on 5 March 2021 (Friday) at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, PRC, to consider and approve, if thought fit, the proposed matters as set out in the relevant notices. The notices of the EGM and H Shares Class Meeting are set out on pages 21 to 25 of this circular.

Whether or not you intend to attend and/or vote at the EGM and H Shares Class Meeting in person, you are requested to complete the form(s) of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM and H Shares Class Meeting or any adjournment thereof should you so wish. The forms of proxy for the EGM and H Shares Class Meeting are published on both the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (http://smart-home.haier.com).

IV. VOTING BY POLL

According to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the chairman will demand a poll in relation to all the proposed resolutions at the EGM and H Shares Class Meeting.

To the best knowledge of the Directors, no Shareholder or its associate (as defined under the Listing Rules) is deemed to have a material interest in any of the resolutions to be proposed at the EGM and H Shares Class Meeting, and therefore, no Shareholder is required to abstain from voting on any resolutions at the EGM and H Shares Class Meeting.

The cumulative voting method shall be adopted for the voting of Resolution on the Election of Additional Directors and Resolution on the Election of Additional Independent Non-Executive Director. 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

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LETTER FROM THE BOARD

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.

The voting results of the EGM and Class Meetings will be published on both the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (http://smart-home.haier.com) in accordance with the Listing Rules.

V. CLOSURE OF THE REGISTER OF MEMBERS AND THE ELIGIBILITY FOR ATTENDING AND VOTING AT THE EGM AND H SHARES CLASS MEETING

The Company’s register of members will be closed from 2 March 2021 (Tuesday) to 5 March 2021 (Friday), both days inclusive, during which period no transfer of Shares will be effected. To be eligible for attending and voting at the EGM, all transfer documents together with the relevant share certificates and other appropriate documents must be lodged with the H Shares Registrar, namely, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for the H Shareholders) not later than 4: 30 p.m., on 1 March 2021 (Monday) for registration.

VI. RECOMMENDATION

The Board (including the Independent Non-executive Directors) considers that all resolutions to be proposed at the first EGM of 2021 and the first A Shares/D Shares/H Shares Class Meeting of 2021 are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends Shareholders to vote in favour of all the resolutions to be proposed at the first EGM of 2021 and the first A Shares/D Shares/H Shares Class Meeting of 2021.

VII. OTHER INFORMATION

You are kindly requested to pay attention to the other information as set out in Appendix I to IV to this circular.

By Order of the Board Haier Smart Home Co., Ltd.* Mr. Liang Haishan Chairman

Qingdao, the PRC 11 February 2021

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APPENDIX I

DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

No. Original provisions

• 1 Article 200 The Company shall establish a Board of Directors which is accountable to the shareholders’ general meeting.

The Board of Directors shall comprise nine directors, of whom three shall be independent directors. There shall be one Chairman and one or two deputy chairmen.

• 2 Article 205 The Board of Directors of the Company shall establish special committees such as strategy committee, audit committee, nomination committee and remuneration and evaluation committee according to the relevant resolutions of the shareholder’s general meeting. All members of special committees shall comprise directors. Independent directors shall be the majority in the audit committee, nomination committee, remuneration and evaluation committee and shall serve as conveners. The audit committee shall consist entirely of non-executive directors, shall have at least three members and shall have at least one independent director who is an accounting professional or has the appropriate accounting or relevant financial management expertise required under the Hong Kong Listing Rules.

Amended provisions

Article 200 The Company shall establish a Board of Directors which is accountable to the shareholders’ general meeting.

The Board of Directors shall comprise eight to thirteen directors, of whom three to five shall be independent directors. There shall be one Chairman and one or two deputy chairmen.

Article 205 The Board of Directors of the Company shall establish special committees such as strategy committee, audit committee, nomination committee, remuneration and evaluation committee, environmental, social and governance committee etc. according to the relevant resolutions of the shareholder’s general meeting. All members of special committees shall comprise directors. Independent directors shall be the majority in the audit committee, nomination committee, remuneration and evaluation committee and shall serve as conveners. The audit committee shall consist entirely of non-executive directors, shall have at least three members and shall have at least one independent director who is an accounting professional or has the appropriate accounting or relevant financial management expertise required under the Hong Kong Listing Rules.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No. Original provisions

3

Amended provisions

Article 210 In accordance with the
domestic and overseas regulatory
requirements, the environmental, social
and governance committee under the
Board of Directors is mainly responsible
for the management of corporate
governance, environmental and social
responsibilities of the Company and
make relevant recommendations to the
Board of Directors, which includes:

• (I) Guide and review the formulation of the Company’s environmental, social and governance vision and strategies, and report and make recommendations to the Board;

• (II) Evaluate and classify the Company’s environmental, social and governance risks and opportunities, and report and make recommendations to the Board;

• (III) Review the implementation of the Company’s environmental, social and governance work and internal control system, and report and make recommendations to the Board on their appropriateness and effectiveness;

(IV)	Review and monitor the Company’s
	relevant environmental, social and
	governance objectives and its
	implementation, and report and
	make recommendations to the Board;

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DETAILS OF THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

No. Original provisions

Amended provisions

• (V) Review the social responsibility report disclosed by the Company to the public, and report and make recommendations to the Board;

• (VI) Conduct research and make recommendations on other major environmental, social and governance matters and emergencies that affect the Company;

• (VII) Inspect the implementation of the above matters;

• (VIII) Other matters authorised by the Board.

(The subsequent provisions number sequence should be reordered in proper sequence upon the addition of above contents.)

• 4 Article 334 The Articles of Association shall be considered and approved by the general meeting of shareholders of the Company and shall come into force on the date when the foreign shares (H-share) listed abroad are listed on the Stock Exchange of Hong Kong. The original Articles of Association of the Company and all amendment thereto shall automatically become invalid upon the date when the Articles of Association become effective.

Article 335 The Articles of Association shall come into force on the date when it is considered and approved by the general meeting of shareholders of the Company. The original Articles of Association of the Company and all amendment thereto shall automatically become invalid upon the date when the Articles of Association become effective.

• 5 The expression of ‘‘manager’’ in the Amended to ‘‘president’’ Articles of Association

• 6 The expression of ‘‘deputy manager’’ in the Articles of Association

Amended to ‘‘vice-president’’

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APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to you for your consideration of the repurchase mandate.

SHARE CAPITAL

On 8 February 2021 (the ‘‘Latest Practicable Date’’), the total issued capital of the Company was RMB9,027,846,441, comprising 2,448,279,814 H Shares of RMB1.00 each, 6,308,552,654 A Shares of RMB1.00 each and 271,013,973 D Shares of RMB1.00 each. The Company has issued HK$8,000,000,000 Zero Coupon Guaranteed Convertible Bonds due 2022 convertible into the ordinary H Shares of the Company (Stock Code: 5024). Such bonds will be convertible into 424,327,258 H Shares, representing approximately 4.70% of the issued share capital of the Company as at the Latest Practicable Date and approximately 4.49% of the issued share capital of the Company as enlarged by the issuance of such Shares (assuming that there is no other change to the issued share capital of the Company).

If the special resolutions are approved at the EGM and the Class Meetings, respectively, the Board will be granted the repurchase mandate until the earlier of (a) the conclusion of the 2020 annual general meeting of the Company; or (b) the date on which the authorities conferred by the relevant special resolution is revoked or varied by special resolution by the Shareholders at the general meeting, the A Shares Class Meeting, the D Shares Class Meeting and the H Shares Class Meeting, respectively (the ‘‘Relevant Period’’).

REASONS FOR THE REPURCHASE OF H SHARES

The Directors believe that the flexibility offered by the repurchase mandate would be beneficial to the Company and the Shareholders as a whole. At any time in the future when the Shares are trading at a discount to their underlying value, the ability of the Company to repurchase the Shares will be beneficial to the Shareholders who retain their investment in the Company as their proportionate interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company from time to time and thereby resulting in an increase in net asset value and/or earnings per Share. Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole

EXERCISE OF THE REPURCHASE MANDATE

The exercise in full of the repurchase mandate would not result in repurchasing more than 10% of the total H Shares in issue on the date of passing the relevant special resolution at the EGM and the Class Meetings. On the basis of 2,448,279,814 H Shares in issue as at the Latest Practicable Date and no H Shares will be allotted, issued or repurchased by the Company on or prior to the date of the EGM and the Class Meetings, the repurchased shares would not be more than 244,827,981 H Shares (which may be adjusted based on the conversion of the Convertible Bonds) being repurchased by the Company according to the repurchase mandate during the Relevant Period.

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APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

FUNDING OF REPURCHASES

In the repurchase of H Shares, the Company intends to utilise self-owned funds or self raising funds of the Company legally available for such purpose in accordance with the Articles of Association, Listing Rules and the applicable laws, rules and regulations of the PRC.

The Directors consider that there will not be a material adverse impact on the working capital or on the gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the listing document of the Company dated 16 November 2020) in the event that the repurchase mandate is to be exercised in full at any time during the relevant period.

PRICES OF H SHARES

The highest and lowest prices at which the H Shares have been traded on the Hong Kong Stock Exchange during the 12 calendar months preceding the Latest Practicable Date were as follows:

Month							H Shares
							Highest	Lowest
							Trading	Trading
							Price	Price
							HK$	HK$
2020
December							28.80	22.60
2021
January							37.30	28.35
February	(up	to	the	Latest	Practicable	Date)	36.85	32.30

DIRECTORS’ UNDERTAKINGS AND GENERAL INFORMATION

The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the powers to make repurchases pursuant to the proposed special resolution to approve the repurchase mandate in accordance with the Listing Rules and the applicable laws, rules and regulations of the PRC.

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) presently have the intention to sell H Shares (if any) to the Company in the event that the repurchase mandate is approved by the Shareholders at the EGM and the Class Meetings, and the conditions (if any) to which the repurchase mandate is subject are fulfilled.

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APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any H Shares to the Company, nor they have undertaken not to sell any H Shares held by them to the Company in the event that the repurchase mandate is approved by the Shareholders at the EGM and the Class Meetings and the conditions (if any) to which the repurchase mandate is subject are fulfilled.

TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Company’s repurchase of shares pursuant to the repurchase mandate, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code and, if such increase results in a change of control or consolidation of control, it may in certain circumstances give rise to an obligation to make a mandatory offer for Shares under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Haier Group is the controlling Shareholder of the Company, holding approximately 35.15% interests of the ordinary shares of the Company in issue. The Company expects that exercising repurchase mandate in full will not have any implications for Haier Group under the Takeovers Code. The Directors are not aware of any other consequences under the Takeovers Code and any similar applicable laws which would arise from any repurchasing actions under the repurchase mandate.

The Directors do not propose to repurchase shares to the extent that would make the public float falls below the minimum requirements under Rule 8.08 of the Listing Rules.

SHARES REPURCHASED BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months prior to the Latest Practicable Date (whether on the Hong Kong Stock Exchange or other stock exchanges).

STATUS OF REPURCHASED SHARES

Pursuant to the Listing Rules, the listing of all repurchased H Shares of the Company will be automatically cancelled and the relevant certificates will be cancelled and destroyed.

Under the PRC law, the repurchased H Shares will be cancelled and, if so cancelled, the amount of the Company’s registered capital shall be reduced by the aggregate nominal value of the repurchased H Shares accordingly.

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APPENDIX III

BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR THE EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTORS

Mr. XIE Ju Zhi (Mr. XIE), aged 54, graduated from Shandong University of Finance and Economics in July 1989 with a bachelor’s degree, and joined Haier Group in the same year. Mr. Xie has experience in whole-process product management, product-wide services and product-wide marketing. Mr. Xie had held senior positions in Electrothermal Division of the Haier Group and East China Marketing and Promotion Division of the Haier Group, and served as the Corporate General Manager of the Customer Services of the Haier Group since August 2002. Since July 2012, he has been the Vice President of Haier Group, and he has been in charge of Haier Group’s integration of community sales services in first and second-tier cities, and developing the online and offline sales of new household products. From December 2015 to date, he has been managing the newly developed business segments of Haier Group, including water purification, logistics, Haier home and Gooday services and has started to concurrently manage the water heater business since 2019. He was appointed as the Chief Executive Officer and an Executive Director of Haier Electronics since 27 March 2019. Mr. Xie was awarded honorary titles including the Gold Award of Outstanding Contribution Award of China’s Home Appliance Services Industry (中國家電 服務行業突出貢獻獎金獎) and Outstanding Entrepreneur of Shandong Province (山東省優 秀企業家).

Mr. Xie is also a director of the following subsidiaries of Haier Smart Home: Haier Electronics, Haier Water Heaters Holdings (BVI) Ltd., Haier Washing Machines Holdings (BVI) Ltd., Haier Holdings (BVI) Limited, Qingdao Haier Investment and Development Holdings (BVI) Limited, Bloom Trade Limited, Hong Kong Bolang Housewares Trading Company Limited, Health Water Equipment (HK) Co., Ltd., Qingdao Haishi Water Equipment Co., Ltd. and its certain subsidiaries, Haier Electronics Sales (HK) Company Limited, Qingdao Economy and Technology Development Zone Haier Water Heater Co., Ltd., Chongqing Haier Water Heater Co., Ltd., Wuhan Haier Water Heater Co., Ltd., Zhengzhou Haier New Energy Technology Co., Ltd., Qingdao Haier Smart Electrics Equipment Co., Ltd., Qingdao Haier New Energy Electrical Technology Co., Ltd., Qingdao Haier Intelligent Electronics Co., Ltd., Youshuijia IoT Technology (Qingdao) Co., Ltd., Qingdao Goodaymart Lexinyun Technology Co., Ltd. and Designwelt (Shanghai) Co., Ltd..

As at the latest practicable date, Mr. Xie holds 715,444 H shares of the Company.

Mr. YU Hon To, David (Mr. YU), aged 72. Mr. Yu holds a Bachelor of Social Science degree from The Chinese University of Hong Kong. Mr. Yu is a Fellow of the Institute of Chartered Accountants in England and Wales and an Associate Member of Hong Kong Institute of Certified Public Accountants. He is a chartered accountant with over 40 years’ experience in the fields of auditing, corporate finance (including advisory on IPO, mergers & acquisitions and financial restructuring), financial investigation and corporate governance. Mr. Yu was formerly a partner of Coopers & Lybrand (now merged as PricewaterhouseCoopers) in Hong Kong with extensive experience in the corporate finance advisory assignments in Greater China for Hong Kong corporations, private equity groups and multinationals. Mr. Yu also served as an independent non-executive director and the chairman of the audit committee of Haier Electronics, a subsidiary of the Company, over the past three years.

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APPENDIX III

BIOGRAPHICAL DETAILS OF THE CANDIDATES FOR THE EXECUTIVE DIRECTOR AND NON-EXECUTIVE DIRECTORS

Mr. Yu had served various public offices including being a member of the Listing Committee of the Hong Kong Stock Exchange from 1992 to 1995, a member of the Investment Committee and the Audit Committee of Employees Retraining Board (established under the Employees Retraining Ordinance of Hong Kong) from 1999 to 2020, and a member of the Board of Review (established under Inland Revenue Ordinance of Hong Kong) from 2006 to 2012. Mr. Yu is currently an independent non-executive director of several other companies listed on the Hong Kong Stock Exchange, namely China Renewable Energy Investment Limited (stock code: 987), Media Chinese International Limited (stock code: 685), One Media Group Limited (stock code: 426), Playmates Holdings Limited (stock code: 635), China Resources Gas Group Limited (stock code: 1193), Keck Seng Investments (Hong Kong) Limited (stock code: 184), New Century Asset Management Limited (the manager of New Century Real Estate Investment Trust (stock code: 1275)) and MS Group Holdings Limited (stock code: 1451). Mr. Yu holds 810,000 H shares of the Company.

Ms. Eva Li Kam Fun (names that commonly used are ‘‘Mrs. Eva CHENG Li Kam Fun’’) (‘‘Ms. Eva Li Kam Fun’’), aged 68. Ms. Eva Li Kam Fun graduated from the University of Hong Kong with Bachelor of Arts (Hons) and Master of Business Administration degrees. She was conferred with the degree of Doctor of Business Administration, honoris causa, from the Open University of Hong Kong in 2014. Ms. Eva Li Kam Fun is currently the president of Our Hong Kong Foundation. She also serves as an independent non-executive director of Nestle S.A, a publicly listed company on the SIX Swiss Exchange. Ms. Eva Li Kam Fun also served as an independent non-executive director of Haier Electronics, a subsidiary of the Company, over the past three years. Prior to joining the Our Hong Kong Foundation, Ms. Eva Li Kam Fun had a distinguished career that spanned 34 years with Amway Corporation. When she retired in 2011, she held the concurrent positions of Executive Vice President of Amway Corporation and Executive Chairman of Amway China Co. Ltd. responsible for Amway Greater China & Southeast Asia Region. During the last three years, Ms. Eva Li Kam Fun had also been an independent non-executive director of Amcor Limited (a company listed on the Australian Securities Exchange) from 2014 to 2019, and an independent non-executive director of Trinity Limited (a company listed on the Main Board of the Hong Kong Stock Exchange) (Stock Code: 891) from 2011 to 2020. Ms. Eva Li Kam Fun’s leadership was well recognised in the business community. She was twice named the ‘‘World’s 100 Most Powerful Women’’ by Forbes Magazine in 2008 and 2009. CNBC awarded Ms. Eva Li Kam Fun with the ‘‘China Talent Management Award’’ in its 2007 China Business Leaders Awards. In the areas of public and social service, Ms. Eva Li Kam Fun is court member of the Open University of Hong Kong, advisor of the All-China Women’s Federation Hong Kong Delegates Association, honorary president of the Hong Kong Federation of Women, and permanent honorary director of The Chinese General Chamber of Commerce. Ms. Eva Li Kam Fun holds 355,200 H shares of the Company.

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APPENDIX IV

BIOGRAPHICAL DETAILS OF THE CANDIDATE FOR THE INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Li Shipeng, aged 54, holds a bachelor’s and master’s degree from University of Science and Technology of China, and a PhD degree from Lehigh University, USA. Mr. Li has extensive experience in areas such as Internet of Things technology, and artificial intelligence. Mr. Li is currently the Executive President of Shenzhen Institute of Artificial Intelligence and Robotics. Prior to that, he served as the Chief Researcher and Deputy Dean of Microsoft Research Asia, Chief Technology Officer of Cogobuy Group, and Vice President of iFlytek Group.

Mr. Li is a member of the International Eurasian Academy of Sciences and a fellow of the International Institute of Electrical and Electronics Engineers (IEEE fellow). He was listed as one of the world’s top 1,000 computer scientists by Guide2Research and ranked top 20 in Mainland China in 2020. Mr. Li is a renowned expert in areas such Internet, computer vision, cloud computing, Internet of Things and artificial intelligence.

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NOTICE OF THE FIRST EGM OF 2021

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

NOTICE OF THE FIRST EGM OF 2021

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting of 2021 (the ‘‘EGM’’) of Haier Smart Home Co., Ltd. (the ‘‘Company’’) will be held at 2: 30 p.m. on 5 March 2021 (Friday) at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, PRC for the purpose of considering and, if thought fit, approving the resolutions (special resolutions marked with*) set out below:

• *1. Consider and approve the resolution on the amendments to the Articles of Association of Haier Smart Home Co., Ltd.

• Consider and approve the resolution on the appointment of international accounting standards auditor for 2020

• *3. Consider and approve the resolution on the general mandate for the repurchase of H Shares upon the completion of the listing by way of introduction

• Consider and approve the resolution on the election of additional directors of the Company, with the following items to be voted upon separately:

• 4.1 Consider and approve the resolution on the election of Mr. Xie Ju Zhi as an additional director of the Company

• 4.2 Consider and approve the resolution on the election of Mr. Yu Hon To, David as an additional director of the Company

• 4.3 Consider and approve the resolution on the election of Ms. Eva Li Kam Fun as an additional director of the Company

• For identification purpose only

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NOTICE OF THE FIRST EGM OF 2021

1. Consider and approve the resolution on the election of additional independent non-executive director

By Order of the Board Haier Smart Home Co., Ltd.* Mr. LIANG Haishan Chairman

• Qingdao, the PRC 7 February 2021

As at the date of this notice, the executive directors of the Company are LIANG Haishan and LI Huagang, the non-executive directors of the Company are TAN Lixia, WU Changqi and LIN Sui and the independent non-executive directors of the Company are DAI Deming, CHIEN Da-Chun and WONG Hak Kun.

Notes:

1. CLOSURE OF REGISTER OF MEMBERS, ELIGIBILITY FOR ATTENDING THE EGM

In order to determine the shareholders who are eligible to attend and vote at the EGM, the register of members for H Shares will be closed from 2 March 2021 (Tuesday) to 5 March 2021 (Friday) (both days inclusive). Shareholders whose names appear on the register of members of the Company on 5 March 2021 (Friday) are entitled to attend and vote at the EGM. Holders of H Shares who wish to attend the EGM but have not registered the transfer documents are required to lodge the transfer documents together with relevant share certificates and other appropriate documents with the H Share Registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4: 30 p.m. on 1 March 2021 (Monday).

2. PROXY

Shareholders entitled to attend and vote at the EGM may appoint one or more proxies by writing to attend and vote in their stand. A proxy need not be a shareholder of the Company.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorized in writing. If the shareholder is a corporate body, the proxy form must be under its common seal or under the hand of its director(s) or duly authorized attorney(s). If the Proxy Form is entered into by an attorney, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

To be valid, the form of proxy must be lodged with the Company’s H Share Registrar, 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 prior to the holding of the EGM (i.e. no later than 2: 30 p.m. on 4 March 2021 (Thursday)) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof. In this case, the power of attorney will be deemed to have been revoked.

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NOTICE OF THE FIRST EGM OF 2021

In case of joint holders of a share of the Company, any one of such holders is entitled to vote at the EGM, by himself/herself or by proxy, as if he/she is the only one entitled to do so among the joint holders. However, only the vote of the person by himself/herself or by proxy whose name stands first on the register of members in respect of such share shall be accepted if more than one joint holder attend the EGM personally or by proxy.

3. OTHER MATTERS

• (i) A shareholder or his/her proxy should produce proof of identity when attending the EGM (or any adjournment thereof). If a corporate shareholder’s legal representative or any other person duly authorized by such corporate shareholder attends the EGM (or any adjournment thereof), such legal representative or other person shall produce his/her proof of identity, and proof of designation as legal representative or the valid authorization document (as the case may be).

• (ii) The EGM is expected to take less than half a day. Shareholders who attend the EGM shall be responsible for their own travel and accommodation expenses.

• (iii) All votings at the EGM will be conducted by poll. The cumulative voting method shall be adopted for the voting of Resolution 4 and Resolution 5. 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.

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NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2021

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

NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2021

NOTICE IS HEREBY GIVEN that the first H Shares class meeting of 2021 (the ‘‘H Shares Class Meeting’’) of Haier Smart Home Co., Ltd. (the ‘‘Company’’) will be held on 5 March 2021 (Friday) at Haier University, Haier Information Industry Park, Laoshan District, Qingdao, PRC immediately after the first extraordinary general meeting of 2021, the first A Shares class meeting and the first D Shares class meeting for the purpose of considering and, if thought fit, approving the resolution set out below:

SPECIAL RESOLUTION

1. To consider and approve the resolution on the general mandate for the repurchase of H Shares upon the completion of the listing by way of introduction

By Order of the Board Haier Smart Home Co., Ltd.* Mr. Liang Haishan Chairman

Qingdao, the PRC 7 February 2021

As at the date of this notice, the executive directors of the Company are LIANG Haishan and LI Huagang, the non-executive directors of the Company are TAN Lixia, WU Changqi and LIN Sui and the independent non-executive directors of the Company are DAI Deming, CHIEN Da-Chun and WONG Hak Kun.

• For identification purpose only

– 24 –

NOTICE OF THE FIRST H SHARES CLASS MEETING OF 2021

Notes:

1. CLOSURE OF REGISTER OF MEMBERS, ELIGIBILITY FOR ATTENDING THE H SHARES CLASS MEETING

In order to determine the shareholders who are eligible to attend and vote at the H Shares Class Meeting, the register of members for H Shares will be closed from 2 March (Tuesday) to 5 March 2021 (Friday) (both days inclusive). For shareholders whose names appear on the register of members of the Company on 5 March 2021 (Friday) are entitled to attend and vote at the H Shares Class Meeting. Holders of H Shares who wish to attend the H Shares Class Meeting but have not registered the transfer documents are required to lodge the transfer documents together with relevant share certificates and other appropriate documents with the H Share Registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4: 30 p.m. on 1 March 2021 (Monday).

2. PROXY

Shareholders entitled to attend and vote at the H Shares Class Meeting may appoint one or more proxies by writing to attend and vote in their stand. A proxy need not be a shareholder of the Company.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his/her attorney duly authorized in writing. If the shareholder is a corporate body, the proxy form must be under its common seal or under the hand of its director(s) or duly authorized attorney(s). If the Proxy Form is entered into by an attorney, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

To be valid, the form of proxy must be lodged with the Company’s H Share Registrar, 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 prior to the holding of the H Shares Class Meeting (i.e. no later than 2: 30 p.m. on 4 March 2021 (Thursday)) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the H Shares Class Meeting or any adjournment thereof. In this case, the power of attorney will be deemed to have been revoked.

In case of joint holders of a share of the Company, any one of such holders is entitled to vote at the H Shares Class Meeting, by himself/herself or by proxy, as if he/she is the only one entitled to do so among the joint holders. However, only the vote of the person by himself/herself or by proxy whose name stands first on the register of members in respect of such share shall be accepted if more than one joint holder attend the H Shares Class Meeting personally or by proxy.

3. OTHER MATTERS

• (i) A shareholder or his/her proxy should produce proof of identity when attending the H Shares Class Meeting (or any adjournment thereof). If a corporate shareholder ’s legal representative or any other person duly authorized by such corporate shareholder attends the H Shares Class Meeting (or any adjournment thereof), such legal representative or other person shall produce his/her proof of identity, and proof of designation as legal representative or the valid authorization document (as the case may be).

• (ii) The H Shares Class Meeting is expected to take less than half a day. Shareholders who attend the H Shares Class Meeting shall be responsible for their own travel and accommodation expenses.

– 25 –