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Haier Smart Home Co., Ltd. — Proxy Solicitation & Information Statement 2022
Apr 29, 2022
51035_rns_2022-04-28_7f4222fa-faaf-4010-93e1-7a61952300db.pdf
Proxy Solicitation & Information Statement
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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
REVISED PROXY FORM FOR THE FIRST H SHARES CLASS MEETING OF 2022 (OR ANY ADJOURNMENT THEREOF) TO BE HELD ON 28 JUNE 2022
No.formofrelatesshares[(Note] to[1)] which this revised proxy
I/We[(Note][2)]
of
being the holder(s) of
hereby appoint the chairman of the meeting of RMB1.00 each of Haier Smart Home Co., Ltd. (the ‘‘Company’’), or
H Shares[(Note][3)] (Note 4)
of as my/our proxy(ies) and on my/our behalf to attend the first H Shares Class Meeting of 2022 (the ‘‘H Shares Class Meeting’’) and any adjournment thereof to be held on Tuesday, 28 June 2022 so soon thereafter the AGM of 2021, the first A Shares Class Meeting of 2022 and the first D Shares Class Meeting of 2022 (or any adjournment thereof) convened on the same day by the Company and shall have been concluded, at Rendanheyi Research Center, 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 resolution set out in the revised notice of the H Shares Class Meeting as indicated below on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.
| SPECIAL RESOLUTIONS | SPECIAL RESOLUTIONS | FOR(Note 5) | AGAINST(Note 5) | ABSTAIN (Note 5) | ||
|---|---|---|---|---|---|---|
| 1. | To Consider and Approve Resolution on the Proposal to the General Meeting to Grant a General Mandate to Board of Directors to Decide to Repurchase Not More Than 10% of the Total Number of H Shares of the Company in Issue |
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| 2. | To Consider and Approve Resolution on the Proposal to the General Meeting to Grant a General Mandate to Board of Directors to Decide to Repurchase Not More Than 10% of the Total Number of D Shares of the Company in Issue |
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| 3. | To Consider and Approve Resolution on the 2022 A Share Option Incentive Scheme (Draft) of Haier Smart Home Co., Ltd. and its Summary |
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| 4. | To Consider and Approve Resolution on the Appraisal Management Measures of the 2022 A Share Option Incentive Scheme of Haier Smart Home Co., Ltd. |
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| 5. | 5. | To Consider and Approve Resolution on the Proposal to the General Meeting to Grant Authority to the Board and such Persons as Delegated by the Board to Handle in Full Discretion all Matters in Connection with the 2022 A Share Option Incentive Scheme of the Company |
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Date: Signature:[(Note][6)]
Important: You should first read the original notice of the Company dated 30 March 2022 and the revised notice of the H Shares Class Meeting dated 28 April 2022 (the ‘‘Revised Notice’’) before appointing a proxy.
Notes:
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Please insert the number of shares of the Company registered in your name(s) to which this revised proxy form relates. If no number is inserted, this 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. 4. 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 H Shares Class Meeting will act as your proxy. Your proxy need not be a member of the Company, but must attend the H Shares Class Meeting in person to represent you. Any alteration made to this 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 H Shares Class Meeting 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 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 H Shares Class Meeting, 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 H Shares Class Meeting 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 Shares Registrar of the Company in Hong Kong, 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 H Shares Class Meeting 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 H Shares Class Meeting in person or any adjournment thereof (as the case may be) 11. ifIf youa shareholderso wish and,hasinnotsuchyet event,returnedthetheproxyproxyshallformbe (thedeemed‘‘Originalto be revoked.Proxy Form’’) dated 30 March 2022 published by the Company in accordance with the instructions thereon, and wishes to appoint a proxy to attend the H Shares Class Meeting on his/her behalf, he/she is required to submit the revised proxy form. In this case, the shareholder shall not submit the Original Proxy Form. If a shareholder has already returned the Original Proxy Form in accordance with the instructions printed thereon, he/she should note that: (1) If no revised proxy form is returned by the shareholder in accordance with the instructions thereon, the Original Proxy Form will be treated as a valid proxy form lodged by the shareholder if duly completed. The proxy appointed under the Original Proxy Form 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 set out in this Revised Notice) properly put to the H Shares Class Meeting.
(2) If the Revised proxy form is returned by the shareholder in accordance with the instructions thereon at or before 2: 00 p.m. on 27 June 2022, the Revised proxy form will be treated as a valid proxy form lodged by the shareholder if duly completed.
(3) If the Revised proxy form is returned by the shareholder after the closing time (being at 2: 00 p.m. on 27 June 2022) set out in the Revised Notice, the revised proxy form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by the shareholder. The Original Proxy Form will be treated as a valid proxy form lodged by the shareholder if duly completed. The proxy appointed under the Original Proxy Form 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 set out in this Revised Notice) properly put to the H Shares Class Meeting.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the H Shares Class Meeting (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third 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.
- For identification purpose only