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Qingdao Haier Co.,Ltd.: Announcement on the Resolutions of the 2nd Extraordinary General Meeting of 2018

Freitag, 21.12.2018 16:35

DGAP-News: Qingdao Haier Co.,Ltd. / Key word(s): AGM/EGM Qingdao Haier Co.,Ltd.: Announcement on the Resolutions of the 2nd Extraordinary General Meeting of 2018 21.12.2018 / 16:30 The issuer is solely responsible for the content of this announcement.


ISIN: CNE1000031C1 (D-share); CNE000000CG9 (A-Share)

Short Name: Qingdao Haier 

Announcement of Qingdao Haier Co., Ltd. on the Resolutions of the 2nd Extraordinary General Meeting of 2018  

Important Notice:

- Whether the 2nd Extraordinary General Meeting of 2018 has vetoed resolution: No  

I. Convening and Attendance of the Meeting  

(I) Date of convening the General Meeting: 21 December 2018  

(II) Venue of convening the General Meeting: Room A108, Haier University, Haier Information Park, No.1 Haier Road, Laoshan District, Qingdao City  

(III) Information of ordinary shareholders and preferred shareholders of recovery voting rights who attended the meeting and their shareholdings:  

1. Number of shareholders attended the meeting in person or authorized proxies 128
of which: Number of holders of A Shares 105
Number of holders of overseas listed shares (D Shares) 23
Total number of Shares with voting rights held by shareholders attended the meeting (Share) 3,572,492,799
of which: Number of shares held by holders of A Shares 3,568,459,150
Number of shares held by holders of overseas listed shares (D Shares) 4,033,649
3. The number of voting shares held by shareholders attended the meeting representing the total voting shares of the Company (%) 56.10
of which: Shares held by holders of A Shares representing the total issued shares of the Company (%) 56.03
Shares held by holders of oversea listed shares representing the total issued shares of the Company (%) 0.06

(III) Whether the voting complied with the Company Law and the Articles of Association of the Company, information of presiding etc.  

The meeting was convened by the Board of Directors of the Company, and the method of voting will be a combination of on-site voting and online voting. The convening of the meeting complied with the relevant requirements under the Company Law of the People's Republic of China (referred to as the "Company Law"), Listing Rules of Shanghai Stock Exchange and Articles of Association of the Company. The General Meeting will be witnessed by Song Yanyan, Zhang Ruoran of King & Wood Mallesons. The on-site meeting will be presided by Mr.Liang Haishan, the chairman of the Board of the Company.  

(V) Attendance of directors, supervisors and the secretary of the Board of Directors at the Extraordinary General Meeting  

1. 1 of 9 eligible directors of the Company attended the meeting, Tan Lixia、Zhou hongbo、Liu Haifeng、Peng Jianfeng、Wu Changqi、Dai Deming、Shi Tiantao、Wu Cheng, the director, could not attend the meeting due to engagement;

2. 3 of 3 eligible supervisors of the Company attended the meeting;

3. The secretary of the Board of Directors of the Company, the Financial Controller and the lawyers engaged by the Company attended the general meeting.

 

II. Consideration and Approval Results of the Resolutions  

(I) Resolutions with non-cumulative voting  

1. Resolution: The Proposal of Qingdao Haier Co., Ltd. On Changing the Performance Deadline of the Commitment on Defective Property

Consideration and approval results: Passed

Voting information:

Class of shareholders Yes No Abstain
Number of Votes Proportion (%) Number of Votes Proportion (%) Number of Votes Proportion (%)
A Shares 3,567,454,079 99.9718 1,004,371 0.0281 700 0.0000
Overseas Listed Foreign Shares (D Shares) 3,528,899 87.4865 1,300 0.0322 503,450 12.4813
Total 3,570,982,978 99.9577 1,005,671 0.0282 504,150 0.0141

2. Resolution: The Proposal of Qingdao Haier Co., Ltd. On Amendment of Financial Services Agreement and Connected Transactions

Consideration and approval results: Passed

Voting information:

Class of shareholders Yes No Abstain
Number of Votes Proportion (%) Number of Votes Proportion (%) Number of Votes Proportion (%)
A Shares 805,581,648 80.6366 99,853,054 9.9950 93,593,217 9.3684
Overseas Listed Foreign Shares (D Shares) 174,407 4.3238 3,355,792 83.1949 503,450 12.4813
Total 805,756,055 80.3297 103,208,846 10.2894 94,096,667 9.3809

(II) Voting results of shareholders with less than 5% share interest in relation to material items  

No. Resolutions Class of Shares Yes No Abstain
Number of Votes Proportion (%) Number of Votes Proportion (%) Number of Votes Proportion (%)
1 The Proposal of Qingdao Haier Co., Ltd. On Changing the Performance Deadline of the Commitment on Defective Property A Shares 998,022,848 99.8994 1,004,371 0.1005 700 0.0001
Overseas Listed Foreign Shares (D Shares) 3,528,899 87.4865 1,300 0.0322 503,450 12.4813
Total 1,001,551,747 99.8495 1,005,671 0.1003 504,150 0.0503
2 The Proposal of Qingdao Haier Co., Ltd. On Amendment of Financial Services Agreement and Connected Transactions A Shares 805,581,648 80.6366 99,853,054 9.9950 93,593,217 9.3684
Overseas Listed Foreign Shares (D Shares) 174,407 4.3238 3,355,792 83.1949 503,450 12.4813
Total 805,756,055 80.3297 103,208,846 10.2894 94,096,667 9.3809

Note: Under the circumstances of the shareholders who attended the General Meeting, the Companycounted other four shareholders (other than the actual controller, namely Haier Group Corporation and its persons acting in concert, namely Haier Electric Appliances International Co., Ltd., Qingdao Haier Venture & Investment Information Co., Ltd., Qingdao Haichuangzhi Management Consultancy Enterprise (Limited Partnership)) as "shareholders with less than 5% share interest"  

(III) Details in relation to the voting results of the resolution  

1. Abstaining from voting: Since Resolution II is a resolution of connected transaction, the actual controller of the Company, namely Haier Group Corporation and its persons acting in concert, namely Haier Electric Appliances International Co., Ltd., Qingdao Haier Venture & Investment Information Co., Ltd., Qingdao Haichuangzhi Management Consultancy Enterprise (Limited Partnership) shall abstain from voting in respect of such resolution, and 2,569,431,231 Shares in aggregate are abstained from voting.

2. Special resolution: None.

3. Separate counting for small and medium investors: Resolution I, II are resolutions to small and medium investors for separate counting, for the results of voting, see "(II) Voting results of shareholders with less than 5% share interest in relation to material items".  

III. Testimony of Lawyers  

1. Legal advisor of the General Meeting: King & Wood Mallesons

Lawyers: Song Yanyan, Zhang Ruoran

2. Concluding opinions from the lawyers for the testimony:

The convening, holding and the attendance of the General Meeting, qualification of the persons attending the General Meeting and the convenor of the General Meeting complied with the relevant laws and administrative regulations under the Securities Law of the People's Republic of China, the Company Law, Rules Governing Shareholder' Meeting of Listed Companies as well as the requirements under the Articles of Association of the Company; the procedures of voting at the General Meeting and the voting results are legal and effective.  

IV. Contents of Documents Available for Inspection  

1. Resultions of Qingdao Haier Co., Ltd. on the 2nd Extraordinary General Meeting of 2018;

2. The legal opinion of Beijing King & Wood Mallesons in relation to Qingdao Haier Co., Ltd. On the 2nd Extraordinary General Meeting of 2018 issued by King & Wood Mallesons.  

Qingdao Haier Co., Ltd.

21 December 2018

(Note: This Report has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail.)

 


21.12.2018 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de


Language: English
Company: Qingdao Haier Co.,Ltd.
Haier Industrial Park, Laoshan District
266101 Qingdao
China
Phone: +86 532 8893 1670
E-mail: finance@haier.com
Internet: www.haier.net
ISIN: CNE1000031C1
WKN: A2JM2W, 690D
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange
 
End of News DGAP News Service

761613  21.12.2018 

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