DGAP Post-admission Duties announcement: Haier Smart Home Co.,Ltd.
/ Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
Announcement on the Scheme of Repurchase of a Portion of A-Share Public Shares
Qingdao / Shanghai / Frankfurt, 05 March 2021 - Pursuant to the Company Law of the PRC (the "PRC Company Law"), Securities Law of the PRC, Listing Rules on Listing of Shares on Shanghai Stock Exchange, Implementation Rules on Repurchase of Shares by Listing Companies on Shanghai Stock Exchange, Opinions on Supporting the Repurchase of Shares by Listed Companies and other legal rules and regulations and the provisions prescribed under the Articles of Association of Haier Smart Home Co., Ltd. (D-Share 690D.DE, A-Share 600690.SH, H-Share 06690.HK, the "Company"), the Company held the 16th Meeting of 10th Session of the Board on 05 March 2021, considered and approved the Resolution of Haier Smart Home Co., Ltd relating to the Scheme of Repurchase of a Portion of A-Share Public Shares. We hereby announce the relevant information as follows:
With our confidence in the future development prospects of the Company and the recognition of the values of the Company, after considering the Company's operating conditions, development prospects, financial conditions and future profitability and other factors, the Company intends to use its own funds to repurchase a portion of A-Share public shares by way of centralized bidding, for the purpose of implementing the Company's employee share ownership plans or equity incentive, so that we can further improve the Company's governance practice and establish the long-term incentive mechanism, so as to ensure the implementation of our long-term strategies and facilitate the conformity of interests and sharing of benefits of all shareholders and enhance the overall values of the Company.
The method of this repurchase of shares of the Company is to repurchase the A-Shares of the Company by way of centralized bidding on the Trading System of Shanghai Stock Exchange.
The repurchased shares shall be used in entirety to implement the Company's equity incentive scheme and/or employee share ownership plans. In the event that the Company is unable to fulfill the above-mentioned purpose within 36 months upon the completion of share repurchase, the unused portion shall be cancelled upon performing the relevant procedures.
According to the Detailed Rules for Implementation of Share Repurchase by Listed Companies promulgated by the Shanghai Stock Exchange, such repurchase price must not exceed 150% of the average trading price of shares within 30 trading days prior to approval of this repurchase resolution by the Board, therefore, it is determined that the repurchase price will not be more than RMB46 per share. The exact repurchase price will be determined subject to factors such as stock price in the secondary market, the financial and operational situation of the Company.
From the date of approving the resolution by the Board until the completion of the repurchase, in the event that the Company implements dividend distribution, bonus shares, capital reserve fund conversion into additional capital, share sub-division, share reduction, allotment and other matters such as ex-right and ex-dividend related matters, the upper limit of the repurchase price will be correspondingly adjusted according to the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange from the date of the ex-right and ex-dividend of share price.
The repurchase amount shall not exceed RMB4.0 billion and not less than RMB2.0 billion, the source of capital is from the Company's own funds.
The category of the shares to be repurchased is the A-Shares issued by the Company. Based on the calculation for the upper limit of repurchase amount and the upper limit of repurchase price, the upper limit of the number of shares intended for repurchase is 86.96 million shares, amounting to approximately 0.94% of the total share capital of the Company. The specific number of shares to be repurchased is to be determined upon the expiry of repurchase period.
From the date of approving the resolution by the Board until the completion of the repurchase, in the event that the Company implemented dividend distribution, bonus shares, capital reserve fund conversion into additional capital increase, share sub-division, share reduction, allotment and other matters such as ex-right and ex-dividend, the number of shares repurchased will be correspondingly adjusted according to the relevant requirements of China Securities Regulatory Commission and Shanghai Stock Exchange from the date of ex-right and ex-dividend of share price.
The period of this repurchase is within 12 months from the date the board approved the resolution of repurchase of shares.
If the following conditions are triggered during the repurchase period, the repurchase period shall expire early in advance, that is, the implementation of repurchasing scheme is completed:
The Company shall make decision on the repurchase according to the market conditions during the period of repurchase and implements it according to law.
According to the upper limit at an amount of RMB4.0 billion and lower limit at an amount of RMB2.0 billion for the share repurchase, as well as the upper limit of repurchase price at RMB46 per share, the corresponding upper limit and lower limit of repurchase share number are 86,956,522 shares and 43,478,261 shares, respectively. Based on the latest shareholding structure on 28 February 2021, assuming the repurchased shares shall be fully used for equity incentive and/or employee share ownership plans and are fully targeted, then it is estimated that the Company's total share capital and changes in share capital structure after the repurchase and share transfer are as follows:
Estimation based on the lower limit of the number of repurchased shares of 43,478,261 shares:
Upon the completion of implementing the share repurchase scheme, the percentage of shares held by the public over the Company's total number of shares is still over 10% and it will not lead to the result that the Company's shareholding is not conformed with the listing conditions, hence this repurchase will not affect the listing status of the Company and will not lead to a change of the controlling right of the Company.
III. DELIBERATION ON REPURCHASE SCHEME AND AUTHORIZATION ON HANDLING MATTERS RELATED TO REPURCHASE OF SHARES
Pursuant to the relevant requirements under the PRC Company Law and the Articles of Association, as the repurchase of A-Shares shall be used for the purpose of equity incentive/employee share ownership plans, the repurchase of A-Shares is within the scope of authority for consideration of the board and is not subject to deliberation at its general meeting.
To ensure the smooth implementation of this repurchasing of shares, the Company's board of directors authorizes the Company's management to handle matters related to the share repurchase within the scope of laws and regulations and in accordance with the principle of maximum protection of the interests of the Company and shareholders. The content and scope of authorization include but are not limited to:
The authorization period commences from the date when the board approved this repurchase scheme and ends on the date when the aforesaid authorization matters are completed.
As of 30 September 2020, total assets of the Company were RMB200.207 billion and monetary capital reached RMB43.972 billion, net assets attributable to the shareholders of the listed company were approximately RMB50.439 billion and the gearing ratio of the Company is 65.85%. Assuming that the upper limit of this repurchase amount is RMB4.0 billion, and based on the financial estimation on 30 September 2020, the percentage of repurchased capital over the Company's total assets is 2.0%, representing a 7.9% of net assets attributable to the shareholders of the listed company.
Based on the operation, financial and future development conditions of the Company, the Company is of the view that the upper limit amount of the repurchase of shares of RMB4.0 billion shall not have any material impact on the Company's operation, financial and future development.
All directors undertake that all directors shall be honest and act in good faith with dedication and responsibility to protect the interests of the Company and the legal interests of the shareholders and this repurchase shall not prejudice the debt performance ability and going concern of the Company.
In January 2021, according to the resolution on the employee share ownership plans of the management committee, the Company handled the transfer of the employee share ownership plans. LIANG Haishan, TAN Lixia, WANG Peihua, MING Guoqing, GONG Wei and MING Guozhen who currently serves as a director, supervisor and senior management were vested 647,127 shares, 517,702 shares, 21,334 shares, 13,938 shares, 88,180 shares and 51,202 shares, respectively (please refer to the announcement of the Company dated 28 January 2021). Such transfer has no conflicts of interest with the repurchase plan, nor has any insider trading and market manipulation act. On 28 January 2021, Haier International Co., Limited, being a subsidiary of Haier Group Corporation, purchased 992,337 shares of D-Shares of the Company. Save as disclosed, there was no trading of shares of the Company by the controlling shareholders, actual controller, directors, supervisors and senior management of the Company within 6 months prior to the board approving the resolution on the repurchase of shares (If the terms of office of the directors, supervisors and/or the senior management of the Company is less than 6 months, then the trading of shares disclosed herein refers to the conditions from the date when their terms of office become effective until the date when the Board approved the resolution on the repurchase of shares). There were no conflicts of interest with the repurchase plan or any separate act or in collusion with others in conducting insider trading and manipulate the markets by the controlling shareholders, actual controller, directors, supervisors and senior management of the Company.
The Company has issued enquiry letters to the directors, supervisors, senior management, controlling shareholders, actual controllers, shareholders holding more than 5% of the shares to check whether they have plans to reduce their holding of shares in next 3 months and next 6 months. All directors, supervisors, senior management, controlling shareholders, actual controllers, shareholders holding more than 5% of the shares have replied to the Company that as at the date when the board adopted the resolution on the scheme of share repurchase, they had no plans to reduce their holdings of shares in next 3 months and next 6 months. If they have relevant plans, the disclosure procedures will be conducted according to the regulations.
The shares of this repurchase shall be fully used for the purpose of implementing the Company's equity incentive scheme and/or employee share ownership plans. If the Company is unable to fulfill the abovementioned purposes within 36 months upon the completion of the repurchase of shares, the unused portion shall be cancelled by performing relevant procedures. The Company will then perform its information disclosure obligations in a timely manner according to the specific implementation status.
If this repurchase of shares is unable to be fully used for the purpose of equity incentive scheme and/or employee share ownership plans within 36 months upon the completion of the repurchase of shares, then the unused portion shall be cancelled by performing relevant procedures and the registered capital of the Company shall be reduced. the Company shall then perform creditors' notification and other procedures according to the requirements under the Company Law and other rules and regulations.
In summary, the independent directors of the Company are of the view that this repurchase of public shares is legal and in compliance with the relevant regulations and not only is it necessary, but also feasible and is in line with the interests of the Company and the shareholders as a whole, without prejudice to the interest of minority shareholders.
According to the requirements prescribed under the Detailed Rules for Implementation of Share Repurchase by Listed Companies on the Shanghai Stock Exchange, the Company will open a special securities account for repurchase with Shanghai Branch of China Securities Depository and Clearing Co., Ltd. The special securities account for repurchase will be used only for the purpose of repurchasing shares of the Company.
All investors are cordially reminded to perform rational investment and pay attention to investment risks.
The Board of Directors
Haier Smart Home Co., Ltd.
05.03.2021 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||Haier Smart Home Co.,Ltd.|
|Haier Industrial Park, Laoshan District|
|End of News||DGAP News Service|