 | 1. | 2019 Final Financial Report of Haier Smart Home Co., Ltd. The Board of Directors of the Company and the Board of Supervisors of the Company have considered and approved the 2019 Final Financial Report of Haier Smart Home Co., Ltd. on 28 April 2020. For details, please refer to Section XII of the 2019 Annual Report of Haier Smart Home Co., Ltd., published on the website of Shanghai Stock Exchange under | http://www.sse.com.cn/assortment/stock/list/info/announcement/index.shtml?productId=600690 | (in Chinese) and on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | (in English). The Final Financial Report is submitted to the Annual General Meeting of the Company for consideration and approval. | | 2. | Report on 2019 Annual Report and its Summary of Haier Smart Home Co., Ltd. Pursuant to the requirements of Article 68 of the Securities Law and the relevant requirements of the Regulation on the Preparation of Information Disclosure Contents and Formats of Information Disclosure by Listed Companies No. 2 - Contents and Formats of Annual Reports (Revised in 2017), on 28 April 2020, the Board of Directors has carefully studied and reviewed the 2019 Annual Report of the Company and came to the opinion that: | (i) | The Company operates in strict compliance with the accounting system for business enterprises. The 2019 Annual Report gives a true account of the financial position and operating results of the Company for the year. | | (ii) | The 2019 Auditor's Reports of Haier Smart Home Co., Ltd. issued by the Shandong Hexin Certified Public Accountants LLP is true and fair. | The Board of Directors warrants that the information contained in the 2019 Annual Report is true, accurate and complete, and that there are no false or misleading statements contained in or material omissions from the report. The members of the Board of Directors jointly and severally accept full responsibility for the authenticity, accuracy and completeness of the information contained in the report. Furthermore, on 28 April 2020, the Board of Supervisors has carefully studied and reviewed the 2019 Annual Report of the Company and came to the opinion that: | (i) | The preparation and audit procedure of the 2019 Annual Report and its summary of the Company are in compliance with the laws, regulations and relevant provisions of Articles of Association. | | (ii) | The content and form of the 2019 Annual Report and its summary of the Company are in compliance with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can accurately and objectively reflect the financial position and operation result of the Company during the reporting period from all aspects. | | (iii) | Before arriving at this opinion, no person participating in preparation and audit of the 2019 Annual Report had been found acting in breach of the rules of confidentiality | Therefore, the Board of Supervisors promises that there are no false or misleading statements contained in or material omissions from the information contained in the 2019 Annual Report of Haier Smart Home Co., Ltd. and each member jointly and severally accepts full responsibility for the authenticity, accuracy and completeness of the information therein. For details, please refer to the 2019 Annual Report of Haier Smart Home Co., Ltd., published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The Report on 2019 Annual Report is submitted to the Annual General Meeting of the Company for consideration and approval. | | 3. | Work Report of the Board of Directors in 2019 of Haier Smart Home Co., Ltd. The Board of Directors of the Company has considered and approved the Work Report of the Board of Directors in 2019 of Haier Smart Home Co., Ltd. on 28 April 2020. For details, please refer to Section IV of the 2019 Annual Report of Haier Smart Home Co., Ltd., published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The Work Report of the Board of Directors in 2019 is submitted to the Annual General Meeting of the Company for consideration and approval. | | 4. | Work Report of the Board of Supervisors in 2019 of Haier Smart Home Co., Ltd. The Board of Supervisors of the Company has considered and approved the Work Report of the Board of Supervisors in 2019 of Haier Smart Home Co., Ltd. on 28 April 2020. For details, please refer to Section I of the Announcement on Resolutions of the 7th Meeting of the Tenth Session of the Board of Supervisors of Haier Smart Home Co., Ltd., published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The Work Report of the Board of Supervisors in 2019 is submitted to the Annual General Meeting of the Company for consideration and approval. | | 5. | 2019 Internal Control Audit Report of Haier Smart Home Co., Ltd. The Board of Directors of the Company and the Board of Supervisors of the Company have considered and approved the 2019 Internal Control Audit Report of Haier Smart Home Co., Ltd. on 28 April 2020. For details, please refer to the 2019 Internal Control Audit Report of Haier Smart Home Co., Ltd., published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The Internal Control Audit Report is submitted to the Annual General Meeting of the Company for consideration and approval. | | 6. | Proposal of Profit Distribution in 2019 of Haier Smart Home Co., Ltd. The Board of Directors of the Company and the Board of Supervisors of the Company have considered and approved the Proposal of Profit Distribution in 2019 of Haier Smart Home Co., Ltd. on 28 April 2020. The 2019 Profit Distribution Proposal prepared by the Company is to distribute the cash dividend of RMB 3.75 (tax included) to all shareholders for every 10 shares based on the total share capital on the registration date when the distribution plan is implemented in the future. The remaining reserved profits of the Company will be mainly used for project construction, foreign investment, R&D investment and daily operations related to the Company's principal business and therefore to maintain sustainable and stable development and to bring more benefits for investors. For details, please refer to Haier Smart Home Co., Ltd. Announcement on Proposal of Profit Distribution in 2019, published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The proposal is submitted to the Annual General Meeting of the Company for consideration and approval. | | 7. | Proposal on Renewing Engagement of Accounting Firm of Haier Smart Home Co., Ltd. The Board of Directors of the Company has considered and approved the Proposal on Renewing Engagement of Accounting Firm of Haier Smart Home Co., Ltd. on 28 April 2020. For details, please refer to the Announcement on Renewing Engagement of Accounting Firm of Haier Smart Home Co., Ltd., published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The proposal is submitted to the Annual General Meeting of the Company for consideration and approval. | | 8. | Proposal on Estimation on Day-to-day Related-party Transaction in 2020 of Haier Smart Home Co., Ltd. The Board of Directors of the Company and the Board of Supervisors of the Company have considered and approved the Proposal on Estimation on Daily Related-party Transaction in 2020 of Haier Smart Home Co., Ltd. on 28 April 2020. For details, please refer to the Announcement on Estimation on Daily Related-party Transaction in 2020 of Haier Smart Home Co., Ltd., published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The proposal is submitted to the Annual General Meeting of the Company for consideration and approval. | | 9. | Proposal on Prediction on Providing Guarantees for Subsidiaries in 2020 of Haier Smart Home Co., Ltd. The Board of Directors of the Company and the Board of Supervisors of the Company have considered and approved the Proposal on Prediction on Providing Guarantees for Subsidiaries in 2020 of Haier Smart Home Co., Ltd. on 28 April 2020. For details, please refer to the Announcement on Prediction on Providing Guarantees for Subsidiaries in 2020 of Haier Smart Home Co., Ltd., published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The proposal is submitted to the Annual General Meeting of the Company for consideration and approval. | | 10. | Proposal on Conducting Foreign Exchange Funds Derivatives Business of Haier Smart Home Co., Ltd. The Board of Directors of the Company and the Board of Supervisors of the Company have considered and approved the Proposal on Conducting Foreign Exchange Funds Derivatives Business of Haier Smart Home Co., Ltd. on 28 April 2020. For details, please refer to the Announcement on Conducting Foreign Exchange Funds Derivatives Business of Haier Smart Home Co., Ltd., published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The proposal is submitted to the Annual General Meeting of the Company for consideration and approval. | | 11. | Proposal of Haier Smart Home Co., Ltd. on the Completion of Part of Investment Projects Financed by Proceeds and the Permanent Replenishment of Working Capital with Raised Funds Savings The Board of Directors of the Company and the Board of Supervisors of the Company have considered and approved the Proposal of Haier Smart Home Co., Ltd. on the Completion of Part of Investment Projects Financed by Proceeds and the Permanent Replenishment of Working Capital with Raised Fund Savings on 28 April 2020. For details, please refer to the Announcement on the Completion of Part of Investment Projects Financed by Proceeds and the Permanent Replenishment of Working Capital with Raised Fund Savings, published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The proposal is submitted to the Annual General Meeting of the Company for consideration and approval. | | 12. | Proposal of Haier Smart Home Co., Ltd. On Purchasing Liability Insurance for Directors, Supervisors and Senior Management of the Company The Board of Directors of the Company has considered and approved the Proposal of Haier Smart Home Co., Ltd. On Purchasing Liability Insurance for Directors, Supervisors and Senior Management of the Company on 28 April 2020. For details, please refer to Section XX of the Announcement on Resolutions of the 7th Meeting of the Tenth Session of the Board of Directors, published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The proposal is submitted to the Annual General Meeting of the Company for consideration and approval. | | 13. | Proposal on Changing Its Part of the Undertakings of Assets Injection of Haier Group Corporation by Haier Smart Home Co., Ltd. The Company intends to change its part of the undertakings of assets injection (hereinafter referred to as the 'Changes in the Undertakings') according to the Stock Listing Rules of Shanghai Stock Exchange, Guidelines for the Supervision listed Companies No. 4 - Actual Controllers, Shareholders, Related Parties, Acquirers of Listed Companies and Listed Companies' Undertaking and Implementation and other relevant regulations. The Board of Directors of the Company and the Board of Supervisors of the Company have considered and approved the Proposal on Changing Its Part of the Undertakings of Assets Injection of Haier Group Corporation by Haier Smart Home Co., Ltd. on 28 April 2020. For details, please refer to the Announcement on Changing Its Part of the Undertakings of Assets Injection of Haier Group Corporation, published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | | | 14. | Proposal of Haier Smart Home Co., Ltd. on Continuing to be Entrusted to Manage Qingdao Haier Optronics Limited The Board of Directors of the Company has considered and approved the Proposal of Haier Smart Home Co., Ltd. on Continuing to be Entrusted to Manage Qingdao Haier Optronics Limited on 28 April 2020. In order to fulfill the undertaking of Haier Group Corporation (hereinafter referred to as "Haier Group") to continue to solve the problem of inter-trade competition, the Company and Haier Group signed the Supplementary Agreement on the Entrustment Agreement for Qingdao Haier Optronics Co., Ltd. (青岛海尔光电有限公司) between Haier Group Corporation and Haier Smart Home Co., Ltd. on 28 April 2020. It is agreed that Haier Group will continue to entrust the Company to operate and manage its relevant assets in Qingdao Haier Optronics Co., Ltd. For further details, please refer to the Announcement on Related-Party Transaction of Continued-Entrusted Management of Qingdao Haier Optronics Co., Ltd., published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The proposal is submitted to the Annual General Meeting of the Company for consideration and approval. | | 15. | Proposal on Amending the 'Articles of Association' of Haier Smart Home Co., Ltd. The Board of Directors of the Company has considered and approved the Proposal on Amending the 'Articles of Association' of Haier Smart Home Co., Ltd. on 28 April 2020. For details, please refer to the Announcement on Amending the 'Articles of Association', published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The proposal is submitted to the Annual General Meeting of the Company for consideration and approval. | | 16. | Proposal on Proposed Registration and Issuance of Debt Financing Instruments of Haier Smart Home Co., Ltd. The Board of Directors of the Company and the Board of Supervisors of the Company have considered and approved the Proposal on Proposed Registration and Issuance of Debt Financing Instruments of Haier Smart Home Co., Ltd. on 28 April 2020. For details, please refer to the Announcement on Proposed Registration and Issuance of Debt Financing Instruments, published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The proposal is submitted to the Annual General Meeting of the Company for consideration and approval. | | 17. | Proposal on Election of Independent Director of Haier Smart Home Co., Ltd. The Board of Directors of the Company has considered and approved the Proposal on Election of Independent Directors of Haier Smart Home Co., Ltd. Given that Mr. Shi Tiantao's term of office as a current independent director of the Company is about to expire, and to ensure the normal operation of the Board of Directors of the Company, a candidate is proposed to be the independent director for the remainder of the 10th session of the Board of Directors under the Company Law and the Articles of Association as well as the opinions of the Nomination Committee under the Board of Directors of the Company. | | 17.01. | Wong Hak Kun The candidate is Wong Hak Kun, male, born in 1956. He has more than 36 years of experience in audit, assurance and management with Deloitte China and has been a partner of Deloitte China from 1992 until retiring in May 2017. From 2000 to 2008, he served as a member of the board of directors of Deloitte, China. Before retiring, Mr. Wong acted as Deloitte China's National Audit & Assurance Managing Partner. Mr. Wong holds a Bachelor of Social Sciences from the University of Hong Kong. He is a member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants, the Chartered Institute of Management Accountants, and the Institute of Chartered Secretaries and Administrators. Mr. Wong is currently an independent non-executive director of Yue Yuen Industrial (Holdings) Limited (551.HK), Lung Kee (Bermuda) Holdings Limited (255.HK) and Zhejiang Cangnan Instrument Group Co., Ltd. (1743.HK). His qualification as independent director has been filed to Shanghai Stock Exchange without objection. For further details, please refer to the Letter on Nominating Independent Director Candidate to Haier Smart Home Co., Ltd., published on the Company's website under | https://smart-home.haier.com/investor_relations_en/ggyxw/ | The proposal is submitted to the 2019 Annual General Meeting of the Company for consideration and approval. | | II. | Preconditions for attending the General Meeting and for exercising voting rights | Only those shareholders are entitled to attend the General 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 27 May 2020 (Record Date) and whose registration for the General Meeting is received by the Company during the registration period until 02 June 2020, 18:00 (CEST) at the following address | | Haier Smart Home 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 General Meeting. The only criterion for participating in the General 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 of 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 who 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 General 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 General 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 General 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 General Meeting. The form will also be available for download on the Company's website at https://smart-home.haier.com/investor_relations_en/ggyxw/ 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 General Meeting to the above address under II. by 02 June 2020, 18:00 (CEST) (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 General Meeting at the entrance and exit check point. 2. Voting by absentee vote Shareholders may also exercise their voting rights at the General 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 02 June 2020, 18:00 (CEST) (arriving) to the address mentioned above under II. Shareholders may use the registration form for the General 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 General Meeting. The form will also be available for download on the Company's website at https://smart-home.haier.com/investor_relations_en/ggyxw/ Shareholders are asked to use this form for absentee voting wherever possible. Absentee voting does not preclude attendance at the General Meeting. The personal attendance of a shareholder or an authorised third party at the General 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 General 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 https://smart-home.haier.com/investor_relations_en/ggyxw/ Further documents will be uploaded on the Company website before the day of the General Meeting. After the General 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 General Meeting, the total number of the issued shares of the Company amounts to 6,579,566,627 registed shares with a par value of RMB 1.00 each, comprising of 6,308,552,654 A-Shares and 271,013,973 D-Shares. Each of the A-Shares and D-Shares grants one vote at the General Meeting. Hence, the total number of voting rights at the time of convening the General Meeting amounts to 6,579,566,627. Qingdao City, China, in May 2020 Haier Smart Home Co., Ltd. The Board of Directors |
