Securities code: 000333 securities abbreviation: Midea Group Co.Ltd(000333) Announcement No.: 2021-113 Midea Group Co.Ltd(000333)
Announcement of resolutions of the third meeting of the Fourth Board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Midea Group Co.Ltd(000333) (hereinafter referred to as “the company” or “the company”) convened the third meeting of the fourth session of the board of directors by means of communication on December 24, 2021. The meeting should have 9 directors and actually 9 directors, which is in line with the provisions of the company law of the people’s Republic of China and the articles of association. After careful discussion at the meeting, the following resolutions are formed:
1、 By 9 votes in favor, 0 against With 0 abstention, the proposal on repurchase and cancellation of some incentive shares of the restricted stock incentive plan in 2018 was adopted (for details, please refer to the announcement on repurchase and cancellation of some incentive shares of the restricted stock incentive plan in 2018, 2019, 2020 and 2021 disclosed by the company on cninfo.com and the company’s designated information disclosure newspapers on the same day) And the relevant opinions of the independent directors of the company and the lawyers of Beijing Jiayuan law firm disclosed by cninfo.com);
In 2018, 8 incentive objects granted for the first time and 3 reserved for grant under the restricted stock incentive plan were determined by the board of directors of the company as no longer suitable to be incentive objects due to resignation. A total of 357500 restricted shares granted to the above 11 incentive objects but not lifted will be repurchased and cancelled by the company; For one incentive object granted for the first time and one person reserved for grant, due to job adjustment, a total of 28750 restricted shares granted to the above two incentive objects but not lifted will be repurchased and cancelled by the company.
Therefore, the company plans to repurchase and cancel 386250 restricted shares granted to the above 13 restricted stock incentive objects in 2018, but the restriction on sale has not been lifted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 By 9 votes in favor, 0 against With 0 abstention, the proposal on repurchase and cancellation of some incentive shares of the restricted stock incentive plan in 2019 was adopted (for details, please refer to the announcement on repurchase and cancellation of some incentive shares of the restricted stock incentive plan in 2018, 2019, 2020 and 2021 disclosed by the company on cninfo.com and the company’s designated information disclosure newspapers and periodicals on the same day) And the relevant opinions of the independent directors of the company and the lawyers of Beijing Jiayuan law firm disclosed by cninfo.com);
The 15 incentive objects of the restricted stock incentive plan in 2019 are determined by the board of directors that they are no longer suitable to be incentive objects due to resignation. A total of 705000 restricted shares granted to the above 15 incentive objects but not lifted will be repurchased and cancelled by the company; Due to the job adjustment of the two incentive objects, a total of 28542 restricted shares granted to the above two incentive objects but not lifted will be repurchased and cancelled by the company; Due to one incentive object’s violation of the “company red line”, a total of 37500 restricted shares granted to the above-mentioned incentive object but not lifted will be repurchased and cancelled by the company.
Therefore, the company plans to buy back and cancel 771042 restricted shares granted to the above 18 restricted stock incentive objects in 2019 but not yet lifted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 By 9 votes in favor, 0 against With 0 abstention, the proposal on repurchase and cancellation of some incentive shares of 2020 restricted stock incentive plan was adopted (for details, please refer to the announcement on repurchase and cancellation of some incentive shares of 2018, 2019, 2020 and 2021 restricted stock incentive plan disclosed by the company on cninfo.com and the company’s designated information disclosure newspapers and periodicals on the same day) And the relevant opinions of the independent directors of the company and the lawyers of Beijing Jiayuan law firm disclosed by cninfo.com);
In 2020, the 22 incentive objects of the restricted stock incentive plan are determined by the board of directors that they are no longer suitable to be incentive objects due to resignation. A total of 1124000 restricted shares granted to the above 22 incentive objects but not lifted will be repurchased and cancelled by the company; Due to the job adjustment of 6 incentive objects, a total of 90501 restricted shares granted to the above 6 incentive objects but not lifted will be repurchased and cancelled by the company; Due to the violation of the “company red line” by the two incentive objects, a total of 100000 restricted shares granted to the above two incentive objects but not lifted will be repurchased and cancelled by the company.
Therefore, the company plans to buy back and cancel 1314501 restricted shares granted to the above 30 restricted stock incentive objects in 2020 but not lifted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 By 9 votes in favor, 0 against With 0 abstention, the proposal on repurchase and cancellation of some incentive shares of the restricted stock incentive plan in 2021 was adopted (for details, please refer to the announcement on repurchase and cancellation of some incentive shares of the restricted stock incentive plan in 2018, 2019, 2020 and 2021 disclosed by the company on cninfo.com and the company’s designated information disclosure newspapers and periodicals on the same day) And the relevant opinions of the independent directors of the company and the lawyers of Beijing Jiayuan law firm disclosed by cninfo.com);
In 2021, two incentive objects of the restricted stock incentive plan were determined by the board of directors that they are no longer suitable to be incentive objects due to resignation. A total of 140000 restricted shares granted to the above two incentive objects but not lifted will be repurchased and cancelled by the company; Due to the job adjustment of the four incentive objects, 70000 restricted shares granted to the above four incentive objects but not lifted will be repurchased and cancelled by the company; Due to one incentive object’s violation of the “company red line”, a total of 80000 restricted shares granted to the above-mentioned incentive object but not lifted will be repurchased and cancelled by the company.
Therefore, the company plans to repurchase and cancel 290000 restricted shares granted to the above seven restricted stock incentive objects in 2021 but not yet lifted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 By 9 votes in favor, 0 against With 0 abstention, the proposal on the proposed issuance of overseas bonds by overseas wholly-owned subsidiaries and the guarantee provided by the company was adopted (for details, please refer to the announcement on the proposed issuance of overseas bonds by overseas subsidiaries and the guarantee provided by the company, which was disclosed on cninfo.com and the information disclosure newspaper designated by the company on the same day) And the relevant opinions of the independent directors of the company disclosed on cninfo.com);
In order to broaden financing channels, reduce financing costs and support the development of the company’s green strategy, combined with the current situation of overseas bond market and the company’s capital demand, The company intends to issue overseas bonds with a total amount of no more than (including) US $1.2 billion (if issued in foreign currency, it shall be converted according to the middle rate of the exchange rate published by the people’s Bank of China on the issuance date, hereinafter referred to as “overseas bonds”) ）And the company shall provide corresponding guarantee for this overseas bond issuance and subsequent related matters. On the premise of meeting the listing conditions, the bonds issued this time will apply for listing and trading on the stock exchange of Hong Kong, Singapore stock exchange or other appropriate overseas exchanges.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on submitting the general meeting of shareholders to authorize the board of directors and the board of directors to authorize the management to handle matters related to the issuance of overseas bonds was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes;
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors, and the board of directors shall delegate the authorization to the management. In accordance with the provisions of relevant laws and regulations and the opinions and suggestions of regulatory authorities, under the framework and principles deliberated and adopted by the general meeting of shareholders, and based on the principle of safeguarding the maximization of the interests of the company, the board of directors shall have full power to handle all matters related to the issuance of overseas bonds, including but not limited to:
1. To the extent permitted by relevant laws, regulations and normative documents, determine the specific issuance plan of the overseas issuance of bonds and revise and adjust the issuance terms of the bonds according to the specific conditions of the company and the market, including but not limited to the specific issuance scale, term, interest rate, extension and interest rate adjustment, interest rate determination method, issuance price, issuance method All matters related to the terms of issuance, such as issuance fee, issuance object, issuance timing, whether to set resale or redemption terms, guarantee scheme, credit rating arrangement, term and method of principal and interest repayment, transfer arrangement, etc;
2. To decide and hire the intermediary and bond trustee for the issuance of overseas bonds, sign the bond trustee agreement and formulate the rules for the bondholders’ meeting;
3. Decide whether to increase guarantee and maintenance measures, and whether to use other credit enhancement methods; Sign guarantee, maintenance agreement, etc;
4. Be responsible for formulating, reviewing, revising, approving, signing and reporting all agreements and legal documents related to this overseas bond issuance;
5. According to the opinions of regulatory authorities, policy changes, or changes in market conditions, in addition to matters requiring re voting by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association, make corresponding adjustments to matters related to the overseas bond issuance, or decide whether to continue the bond issuance according to the actual situation; 6. Handle the application, approval, approval, issuance and listing of overseas bonds issued this time;
7. Handle other matters related to the issuance of overseas bonds.
The term of the above authorization shall be from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the above authorized matters.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 The proposal on convening the first extraordinary general meeting in 2022 was deliberated and adopted with 9 affirmative votes, 0 negative votes and 0 abstention votes (for details, please refer to Midea Group Co.Ltd(000333) notice on convening the first extraordinary general meeting in 2022 disclosed by the company on cninfo.com and the company’s designated information disclosure newspapers and periodicals on the same day).
Since the relevant proposals considered and adopted at the third meeting of the Fourth Board of directors still need to be approved by the general meeting of shareholders, the board of directors of the company will hold the first extraordinary general meeting of shareholders in 2022 at 14:30 p.m. on January 11, 2022 to consider the above-mentioned relevant proposals.
It is hereby announced.
Midea Group Co.Ltd(000333) board of directors December 27, 2021
