Announcement on the Results of the Implementation of A-Share Repurchase
Qingdao / Shanghai / Frankfurt / Hongkong, 16 November 2021
- Haier Smart Home Co., Ltd. (the "
Company " or "
Haier Smart Home ", D-share 690D.DE, A-share 600690.SH, H-share 06690.HK) today published on the Shanghai Stock Exchange an announcement with regard to the Results of the Implementation of A-Share Repurchase.
Repurchase Approval and Contents of the Repurchase Plan
Haier Smart Home Co., Ltd. held the 16th meeting of the 10th Session of the Board of Directors on 5 March 2021, at which the "Proposal on Repurchasing Part of the Public Shares of Haier Smart Home Co., Ltd." was approved, and it was resolved that the Company can use its own funds to repurchase public A-shares by means of centralized bidding transactions for the purpose of implementation of the Company's employee stock ownership plan or equity incentives. On 6 March 2021, the Company published the "Announcement on the Scheme of Repurchase of a Portion of A-Share Public Shares". The main contents of this repurchase plan are as follows:
Being confident in future development prospects and with recognition of its value, and in consideration of its operating conditions, potential growth of main business, financial status and future profitability, the Company plans to repurchase part of the public shares, for the purpose of implementation of the employee stock ownership plan or equity incentives, by way of centralized bidding transactions with its own funds. The repurchase price shall be no more than RMB46 per share, and the total planned repurchase amount is set at no more than RMB4 billion and no less than RMB2 billion with the number of shares contemplated not exceeding 86.96 million. The implementation period for the above transaction is 12 months from the date when the 16th meeting of the Company's 10th Session of the Board of Directors approved the A-share repurchase plan (hereinafter referred to as the "Repurchase").
Implementation of the Repurchase
(I) On 12 March 2021, the Company initiated the share repurchase and disclosed the first share repurchase particulars on 13 March 2021. For details, please refer to "Announcement on First Implementation of the A-Share Repurchase through Centralized Bidding Transactions".
(II) On 16 November 2021, the Company completed the Repurchase and has cumulatively repurchased 79,492,366 shares, accounting for 0.85% of the Company's total share capital, with the highest repurchase price of RMB32.80/share, the lowest repurchase price of RMB24.89/share, the average repurchase price of RMB27.70/share and the total amount is RMB2,201,974,679.75.
(III) No difference was noted between the actual implementation of the Repurchase plan and the originally disclosed Repurchase plan. The Company has completed the Repurchase according to the originally disclosed plan.
(IV) The effect of implementing the Repurchase plan on the Company:
The shares repurchased by the Company will continue to be used to implement the equity incentive plan and/or employee stock ownership plan, which is conducive to further improving the corporate governance structure, by building a long-term incentive and restraint mechanism for the management team's shareholding, ensuring the realization of the Company's long-term business objectives, promoting the consistency and benefit sharing of all shareholders, and enhancing the overall value of the Company. It will not have a significant impact on the Company's operations, finances and future development, and will not affect the Company's listing status, nor impair the Company or shareholders' interests.
Trading of Equity Shares by Relevant Entities during the Repurchase Period
On 6 March 2021, the Company disclosed the Repurchase for the first time (for details, please refer to the " Announcement on the Scheme of Repurchase of a Portion of A-Share Public Shares"). The particulars and reasons of the trading of the Company's equity shares by the Company's current directors, supervisors and senior management, controlling shareholders, actual controllers and their concerted parties during the period from the Company's first disclosure of the Repurchase to the date before this announcement on the results of the implementation of Repurchase are as follows:
（1）The particulars and reasons of the trading of the Company's equity shares by the current directors/supervisors/senior management
: As the Company applied to China Securities Depository and Clearing Corporation Limited Shanghai Branch for the vesting of phase IV employee stock ownership plan only in the form of non-trading transfer, some of the Company's current directors, supervisors and senior management have increased their shareholdings in the Company due to the vesting of employee stock ownership plan. The changes of shareholdings of the Company's current directors, supervisors and senior management caused by this non-trading transfer since the disclosure of the Repurchase for the first time or since their appointments (whichever is later) to now are shown in the attached table. For details, please refer to the "Announcement on Equity Allocation of the Phase IV Core Employee Stock Ownership Plan" published by the Company on 30 July 2021.
Increase in the number of A-shares due to the vesting of employee stock ownership plan (shares)
Total number of A-shares held after vesting (shares)
|2||Li Huagang||Director, President||69,538||764,145|
|4||Gong Wei||Chief Financial Officer, Vice President||99,475||1,911,970|
|5||Ming Guozhen||Secretary to the Board||68,992||1,395,489|
|6||Li Pan||Vice President||146,100||533,218|
|7||Wu Yong||Vice President||101,978||146,743|
|8||Wang Li||Vice President||70,595||575,100|
（2）The reasons and particulars of the trading of the Company's equity shares by the Company's
controlling shareholders, actual controllers and their concerted parties: Based on the long-term development of China's capital market and confidence in the Company's business prospects, Qingdao Haichuangzhi Management Consulting Enterprise (Limited Partnership) (hereinafter referred to as "Haichuangzhi") and/or other parties acting in concert with Haier Group intend to increase their shareholding in the Company in 6-month (from the date of the first increase in shareholdings) within the time frame allowed by relevant laws and regulations. The cumulative amount to be used to increase the shareholding of the Company's A-shares will not be less than RMB300 million and the number of shares shall not exceed 2% of the total issued shares of the Company (for details, please refer to the "Announcement on the Increase in Shareholdings in the Company by the Actual Controller's Concerted Actor" published by the Company on 22 June 2021). As of the date of the disclosure of this announcement, Haichuangzhi has cumulatively used RMB800 million to increase its shareholdings in the Company, and its shareholdings increase plan has been completed. For details, please refer to the "Announcement on the Implementation Results of the Increase in Shareholdings of the Company by Actual Controller's Concerted Actor" published by the Company on 13 November 2021.
Apart from the matters stated above, no directors, supervisors, senior management, controlling shareholders, actual controllers and their concerted parties of the Company have sold or purchased the Company's equity shares from the Company's first disclosure of the Repurchase plan to the day before the announcement on the results of the implementation of Repurchase.
Arrangements for the Disposal of Repurchased Shares
As of 16 November 2021, the Company has completed the Repurchase, with a total of 79,492,366 A-shares repurchased, accounting for 0.85% of its total share capital. These shares are intended to be used for the implementation of the Company's employee stock ownership plan or equity incentives (among them, 25,440,807 shares have been transferred to the special account of "Haier Smart Home Co., Ltd.- A-Share Core Employee Stock Ownership Plan (2021-2025)" through non-trading transfer. For details, please refer to the "Announcement on the Completion of the Non-trading Transfer of Shares for the A-share Employee Stock Ownership Plan" published by the Company on 24 July 2021). During the period when the repurchased shares are still deposited in the Company's special securities account for share repurchases, they are not entitled to voting rights at the general meeting of shareholders, profit distribution, capitalization of public reserves, subscription of new shares, allotment of shares and pledges. In the future, the Company will use the repurchased shares in accordance with the disclosed purposes and fulfill its decision-making procedures and information disclosure obligations in accordance with regulations.
Note: This Announcement has been prepared in both Chinese and English. Should there be any discrepancies or misunderstandings between the two versions, the Chinese version shall prevail.
Haier Smart Home Hong Kong
T: +852 2169 0000
CROSS ALLIANCE communication GmbH
T: +49 (0) 89 1250903 35
About Haier Smart Home Co., Ltd.:
Haier is one of the world's leading manufacturers of household appliances with a focus on smart home solutions and customized mass production. Haier Smart Home Co., Ltd. develops, produces and distributes a wide range of household appliances. These include refrigerators, freezers, washing machines, air conditioners, water heaters, kitchen appliances as well as smaller household appliances and an extensive range of intelligent household appliances. The Company distributes its products through leading household brands such as Haier, Casarte, Leader, Candy, GE Appliances, AQUA and Fisher & Paykel. Haier Smart Home Co., Ltd. has launched Smart Home Experiential Cloud, which connects homes, users, enterprises and ecosystem partners, and facilitates the integration of Haier's online, offline and micro-store businesses and supports user interaction to further optimize the user experience.
Source : https://markets.businessinsider.com/news/stocks/dgap-cms-haier-smart-home-co-ltd-announcement-on-the-results-of-the-implementation-of-a-share-repurchase-10309796711830