Haier Smart Home Co., Ltd. — Proxy Solicitation & Information Statement 2022

Apr 29, 2022

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 ANNUAL GENERAL MEETING OF 2021 (OR ANY ADJOURNMENT THEREOF) TO BE HELD ON 28 JUNE 2022

No. of shares to which this 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 2021 (‘‘AGM’’) or any adjournment thereof to be held at 2: 00 p.m. on 28 June 2022 (Tuesday) 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 resolutions (special resolutions are marked by[#] ) set out in the 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 2021 Financial Statements
	2.	To Consider and Approve 2021 Annual Report and Annual Report Summary
	3.	To Consider and Approve 2021 Report on the Work of the Board of Directors
	4.	To Consider and Approve 2021 Report on the Work of the Board of Supervisors
	5.	To Consider and Approve 2021 Audit Report on Internal Control
	6.	To Consider and Approve 2021 Profit Distribution Plan
	7.	To Consider and Approve Resolution on the Re-appointment of PRC Accounting Standards Auditors
	8.	To Consider and Approve Resolution on the Re-appointment of International Accounting Standards Auditors
	9.	To Consider and Approve Resolution on the Anticipated Provision of Guarantees for its Subsidiaries in 2022
	10.	To Consider and Approve Resolution on the Conduct of Foreign Exchange Fund Derivatives Business
	11.	#To Consider and Approve Resolution on the Proposed Registration and Issuance of Debt Financing Instruments
	12.	To Consider and Approve Resolution on the Adjustment of Allowances of Directors
	13.	#To Consider and Approve Resolution on the General Meeting to Grant a General Mandate to the Board of Directors on Additional Issuance of A Shares of the Company
	14.	#To Consider and Approve Resolution on the General Meeting to Grant a General Mandate to the Board of Directors on Additional Issuance of H Shares of the Company
	15.	#To Consider and Approve Resolution on the General Meeting to Grant a General Mandate to the Board of Directors on Additional Issuance of D Shares of the Company
	16.	#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
	17.	#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
	18.	To Consider and Approve Resolution on Renewal of the Products and Materials Procurement Framework Agreement between Haier Smart Home Co., Ltd. and Haier Group Corporation
	19.	To Consider and Approve Resolution on Renewal of the Services Procurement Framework Agreement between Haier Smart Home Co., Ltd. and Haier Group Corporation
	20.	#To Consider and Approve Resolution on the 2022 A Share Option Incentive Scheme (Draft) of Haier Smart Home Co., Ltd. and its Summary
	21.	#To Consider and Approve Resolution on the Appraisal Management Measures of the 2022 A Share Option Incentive Scheme of Haier Smart Home Co., Ltd.

• For identification purpose only

	RESOLUTIONS	RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN (Note 5)
	22.	#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
	23.	#To Consider and Approve Resolution on Amendments to the Articles of Association of the Company
	24.	To Consider and Approve Resolution on Amendments to the Rules of Procedure for the General Meeting
	25.	To Consider and Approve Resolution on Amendments to the Rules of Procedure for the Board of Directors
	26.	To Consider and Approve Resolution on Amendments to the Rules of Procedure for the Board of Supervisors
	27.	To Consider and Approve Resolution on Amendments to the Investment Management System
	28.	To Consider and Approve Resolution on Amendments to Regulations on the Management of Fund Raising
	29.	To Consider and Approve Resolution on Amendments to Fair Decision-Making System for Related Party Transactions
	30.	To Consider and Approve Resolution on Amendments to Independent Directors System
	31.	To Consider and Approve Resolution on Amendments to Management System of External Guarantee
	32.	To Consider and Approve Resolution on Amendments to Management System of Foreign Exchange Derivative Trading Business
	33.	To Consider and Approve Resolution on Amendments to Management System of Entrusted Wealth Management
			Cumulative Voting Please fill in the number of votes(Note 12)
	34.	To Consider and Approve Resolution on Change of the Board of Directors and Election of Non-independent Directors
	34.1	LI Huagang
	34.2	SHAO Xinzhi
	34.3	GONG Wei
	34.4	YU Hon To, David
	34.5	Eva LI Kam Fun
	35.	To Consider and Approve Resolution on Change of the Board of Directors and Election of Independent Directors
	35.1	CHIEN Da-Chun
	35.2	WONG Hak Kun
	35.3	LI Shipeng
	35.4	WU Qi
	36.	To Consider and Approve Resolution on Change of the Board of Supervisors
	36.1	LIU Dalin
	36.2	MA Yingjie

Date:

Signature:[(Note][6)]

Note: Prior to the appointment of your proxy, you are advised to review the original notice of the Company dated 30 March 2022 and the revised notice dated 28 April 2022 (the ‘‘Revised Notice’’). Notes:

1. 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).

2. 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.

3. 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 REVISED PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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 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 AGM or any adjournment thereof (as the case may be).

9. 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 wish and, in such event, the proxy shall be deemed to be revoked.

10. If a shareholder has not yet returned the proxy form (the ‘‘Original 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 AGM 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 AGM.

(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 AGM.

1. The cumulative voting method shall be adopted for the voting of Resolution 34, Resolution 35 and Resolution 36. 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 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 votinginstructions for the AGM (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.