Qingdao Haier Co., Ltd.
Qingdao City, China
ISIN D-Shares: CNE1000031C1
ISIN A-Shares: CNE000000CG9
hereby invites all holders of D-Shares (D-Shareholders) to attend the
2nd extraordinary shareholders meeting 2018
on Friday, 21 December 2018 at 2:30p.m.
at Haier University, Room A108, Haier Information Park,
No.1 Haier Road, Laoshan District, Qingdao City, China.
| 1. |
Proposal of Qingdao Haier Co., Ltd. on Changing the Performance Deadline of the Commitment on Defective Property
In December 2013, the Company made a commitment to address the property defects (i.e. lack of property certificates for real
estate) of the Company and its thirteen major subsidiaries (hereinafter referred to as the 'Major Subsidiaries') with reasonable
commercial endeavours from 24 December 2013 within five years (hereinafter referred to as the 'Original Commitment'). As of
today, the Company has resolved the property defects of the Company and its eight major subsidiaries, save for the property
defects of the remaining five major subsidiaries (namely Qingdao Haier Intelligent Electronics Co., Ltd., Qingdao Haier Moulds
Co., Ltd., Qingdao Haier Washing Machine Co., Ltd., Hefei Haier Refrigerator Co., Ltd. and Hefei Haier Air-conditioning Co.,
Ltd.) that are currently being addressed, the Company intends to extend the performance deadline of the commitment to address
the property defects of these five major subsidiaries within three years.
Due to reasons such as historical issues, the approval procedures associated with solving some property defects are comparatively
complicated, in which multiple governmental departments are involved, therefore it is time-consuming to handle and coordinate
related matters. Due to these external factors, the Company is unable to complete above commitments within the performance
period of the Original Commitment.
The Company propose to solely extend the performance deadline for unresolved property defects contained in the Original Commitment.
Other contents of terms set out in the Original Commitment shall remain unchanged (hereinafter referred to as the 'Changed
Commitment').
The Company made a commitment to address the property defects of Qingdao Haier Intelligent Electronics Co., Ltd., Qingdao
Haier Moulds Co., Ltd., Qingdao Haier Washing Machine Co., Ltd., Hefei Haier Refrigerator Co., Ltd., Hefei Haier Air-conditioning
Co., Limited with make reasonable commercial endeavours from 24 December 2018 within three years, so as to achieve the legitimacy
and compliance of its five subsidiaries with respect to the property.
The Company and its related subsidiaries together with Haier Group Corporation (which is the actual controller of the Company)
have formulated relevant solutions for the remaining unresolved property defects according to different reasons for the defects
and all parties shall jointly promote the implementation of the solutions. Within the performance period of the Original Commitment,
the Company actively promoted the fulfilment of part of the commitment and the achievement of the above work provided a reference
for the subsequent effective resolution of other historical property defects. In addition, the Company has also developed
further solutions to solve the remaining property defects based on preliminary work experience and workflow and will proceed
with relevant work according to these solutions.
Meanwhile, Haier Group Corporation will assure the Company and its subsidiaries of the constant, stable, free and unobstructed
use of self-built property and land of the Group. In the event that the Company and its subsidiaries fails to continue to
use self-built property according to their own will or in original way due to the fact that self-built property has no relevant
ownership certificate, Haier Group Corporation will take all reasonable and practicable measures to eliminate obstruction
and impact, or will support the Company and its subsidiaries to obtain alternative property as soon as possible, if Haier
Group Corporation anticipates it is unable to cope with or eliminate the external obstruction and impact with its reasonable
effort.
Based on the above anticipation, the Company believes that the fulfilment of the Changed Commitment is realistically feasible.
The independent directors of the Company have contemplated the change of the performance deadline of the commitment on defective
property and agreed to submit the Proposal of Qingdao Haier Co., Ltd. on Changing the Performance Deadline of the Commitment on Defective Property to the Extraordinary General Meeting of the Company for approval. The full text of the opinion of the independent directors
of the Company can be found on the Company's website at
| http://www.haier.net/en/investor_relations/haier/shareinformation/. |
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| 2. |
Proposal of Qingdao Haier Co., Ltd. On Amendment of Financial Services Agreement and Connected Transactions
After review and approval by the Company's 2017 annual general meeting of shareholders, on 18 May 2018 the Company signed
a Financial Services Agreement (hereinafter referred to as the 'Original Agreement') with Haier Group Corporation and Qingdao
Haier Investment and Development Co., Ltd. After friendly negotiations between the parties, the parties intend to amend certain
provisions of the Original Agreement and re-sign the Financial Services Agreement, to further protect the interests of the
Company's investors. The specific amendments are as follows:
| (i) |
A new Article 2.2.4 as follows shall be added:
'2.2.4 Party A has full autonomy in managing the funds deposited in Party B. Party B guarantees that it will not interfere,
and guarantees that Party A can timely allocate, transfer or recover funds according to its instructions, so as to ensure
the safety of Party A's funds.'
|
| (ii) |
Article 3.1 of the Original Agreement determines 'If Party A finds that the price and quality of the services provided by
Party B deviate from the market standards and is obviously not competitive, Party A may choose to provide relevant financial
services by other financial service institutions according to actual conditions.'
Article 3.1 shall be amended as follows: 'Party A may, at its own discretion, determine the amount and time limit involved
in the deposit and loan business with Party B; in addition, Party A may, at its own discretion and actual circumstances, choose
or change the financial services provided by other financial service institutions at any time.'
|
| (iii) |
Article 3.2 of the Original Agreement determines 'If Party B violates its obligations under this agreement, Party A has the
right to gradually reduce cooperation with Party B until the agreement is unilaterally terminated'.
Article 3.2 shall be amended as follows: 'If Party B violates its obligations under this agreement, Party A has the right
to unilaterally terminate this agreement.'
|
Except for the above amendments, the other terms of the original agreement remain unchanged.
The transaction constitutes a related party transaction of the Company and is therefore subject to the approval of the shareholders
meeting of the Company: Haier Group Corporation is the actual controller of the Company. Qingdao Haier Investment and Development
Co., Ltd and the Company are the enterprises under the actual control of Haier Group Corporation. Therefore, Haier Group Corporation
and Qingdao Haier Investment and Development Co., Ltd constitute related parties of the Company and signing as well as amending
the 'Financial Service Agreement' forms a related party transaction between the Company and Haier Group Corporation.
This related party transaction does not constitute a major asset reorganization as stipulated in the Measures for the Administration
of Major Asset Restructuring of Listed Companies, nor does it constitute a material related party transaction as stipulated
in the Implementation Guidelines.
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| II. |
Preconditions for attending the Extraordinary Shareholders Meeting and for exercising voting rights
|
Only those shareholders are entitled to attend the Extraordinary Shareholders Meeting and to cast votes (including exercising
their voting right by absentee vote) whose names are entered in the Company's share register after close of the Frankfurt
Stock Exchange on Thursday, 13 December 2018 (Record Date) and whose registration for the Extraordinary Shareholders Meeting
is received by the Company during the registration period until Thursday, 20 December 2018, 24:00 CET at the following address
| |
Qingdao Haier Co. Ltd.
c/o Computershare Operations Center
80249 München
Telefax: +49 89 30903-74675
E-Mail: anmeldestelle@computershare.de
|
in German or English language.
Shareholders are advised that they may freely dispose of their shares even after registration to the Extraordionary Shareholders
Meeting. The only criterion for participating in the Extraordionary Shareholders Meeting and the number of voting rights to
be exercised in relation to the Company is the number of shares held by a shareholder as at the Record Date, i.e. any disposal
or other transfer of shares after the Record Date will not have any effect on a shareholder's rights to participate in the
meeting or the number of voting rights to be exercised. The same will apply to any acquisition of shares after the Record
Date. A person that does not hold any shares on the Record Date and becomes a shareholder only after that date will not have
a right to either vote at, or participate in the Extraordionary Shareholders Meeting.
| III. |
Voting through a proxy or by absentee vote
|
1. Voting through a proxy
Shareholders may also have their voting rights and other rights exercised at the Extraordinary Shareholders Meeting by an
authorised party after issuing a corresponding proxy. In the case of a proxy, timely registration of the holding of shares
concerned is always necessary pursuant to the above rules under II.
The Company also offers its shareholders the option of authorising proxies named by the Company. These proxies shall exercise
voting rights as instructed in the event of their authorisation and are not authorised to exercise voting rights without a
specific instruction from the shareholder. Nor do proxies named by the Company accept instructions to speak, to raise objections
to AGM resolutions, to ask questions or to table motions.
Any issuance of a proxy, its revocation and evidence thereof in dealings with the Company must be in writing. If a shareholder
authorises more than one proxy, the Company may reject one or more. Shareholders may also use the registration form for the
Extraordinary Shareholders Meeting to issue proxies and instructions. This form is sent to the shareholders duly entered in
the share register, along with the invitation to the Extraordinary Shareholders Meeting. The form will also be available for
download in the Company's website at
http://www.haier.net/en/investor_relations/haier/shareinformation/.
Shareholders are asked to use this form as far as possible to grant proxies and to issue instructions.
Any authorisations, evidence of proxies and the issuance of instructions to the proxies named by the Company may be posted,
faxed or e-mailed prior to the Extraordinary Shareholders Meeting to the above address under II. by 20 December 2018, 18:00
(CET) (arriving). Any posted, faxed or e-mailed authorisations, evidence of proxies and instructions to the proxies named
by the Company received after this time cannot be considered. Evidence of authorisations can still be submitted in writing
on the day of the Extraordinary Shareholders Meeting at the entrance and exit check point.
2. Voting by absentee vote
Shareholders may also exercise their voting rights at the Extraordinary Shareholders Meeting by absentee vote. In the case
of absentee voting, too, timely registration of the holding of shares concerned is always necessary under the provisions of
II. above.
Absentee votes may be sent to the Company by 20 December 2018, 18:00 (CET) (arriving) to the address mentioned above under
II. Shareholders may use the registration form for the Extraordinary Shareholders Meeting for absentee voting as well. This
form is sent to the shareholders duly entered in the share register, along with the invitation to the Extraordinary Shareholders
Meeting. The form will also be available for download in the Company's website at
http://www.haier.net/en/investor_relations/haier/shareinformation/.
Shareholders are asked to use this form for absentee voting wherever possible. Absentee voting does not preclude attendance
at the Extraordinary Shareholders Meeting. The personal attendance of a shareholder or an authorised third party at the Extraordinary
Shareholders Meeting shall be deemed to be a revocation of a previously given absentee vote.
| IV. |
Publications on the Company's Internet page
|
The content of this invitation to the Extraordinary Shareholders Meeting and further documents in relation to the agenda items
(including the underlying resolutions and opinion of the independent directors of the Company) are available on the Company's
website at
http://www.haier.net/en/investor_relations/haier/shareinformation/.
Further document may be uploaded on the Company website until shortly before the day of the Extraordinary Shareholders Meeting.
After the Extraordinary Shareholders Meeting, the voting results will be made available at the same website address.
| V. |
Total number of shares and voting rights at the time of convening
|
At the time of convening the Extraordinary Shareholders Meeting, the total number of the issued shares of the Company amount
to 6,362,402,727 registed shares with a par value of RMB 1.00 eacch, comprising of 6,097,402,727 A-Shares and 265,000,000
D-Shares. Each of the A-Shares and D-Shares grants one vote at the Extraordinary Shareholders Meeting. Hence, the total number
of voting rights at the time of convening the Extraordinary Shareholders Meeting amounts to 6,362,402,727
Qingdao City, China, November 2018
Qingdao Haier Co., Ltd.
The Board of Directors
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