Stock abbreviation: Haier Smart Home Co.Ltd(600690) Stock Code: 600690 No.: pro 2022-001
Haier Smart Home Co.Ltd(600690)
Announcement on resolutions of the 26th meeting of the 10th board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The 26th meeting of the 10th board of directors of Haier Smart Home Co.Ltd(600690) (hereinafter referred to as “the company” or ” Haier Smart Home Co.Ltd(600690) “) was held by means of communication on the afternoon of January 11, 2022. 11 directors should be present at the meeting, 11 actual directors, supervisors and senior managers of the company attended the meeting as nonvoting delegates, and the number of participants met the provisions of laws, regulations and the articles of association. The notice of this meeting will be sent by e-mail on January 11, 2022. The meeting was presided over by Chairman Mr. Liang Haishan. The convening and convening procedures of this meeting comply with the relevant provisions of laws, regulations and the articles of association. After careful deliberation by all directors present at the meeting, the following proposals were considered and adopted:
Proposal on Haier Smart Home Co.Ltd(600690) placement of new H shares under general authorization (voting results: 8 in favor, 0 against and 0 abstention. Directors Liang Haishan, Li Huagang and Xie Juzhi avoided voting on the proposal because they were stakeholders of the scheme)
The company intends to issue additional H shares and apply for listing on the main board of the stock exchange of Hong Kong Limited (hereinafter referred to as “the additional issuance”). On June 26, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on general authorization to the board of directors to issue additional H shares of the company; On September 15, 2021, the 23rd Meeting of the 10th board of directors of the company deliberated and approved the proposal of Haier Smart Home Co.Ltd(600690) on additional issuance of H shares of the company and listing on the main board of the stock exchange of Hong Kong Limited and the proposal of Haier Smart Home Co.Ltd(600690) on determining authorized persons to fully handle matters related to overseas issuance of H shares and listing of the company, Authorize the company to issue additional H shares (including its own) in the form of non-public issuance of H shares to foreign investors who comply with relevant laws and regulations and domestic securities operating institutions and qualified domestic institutional investors who have the right to manage overseas securities investment in accordance with relevant laws of China; On December 31, 2021, the company obtained the reply on approving Haier Smart Home Co.Ltd(600690) issuance of overseas listed foreign shares (zjxk [2021] No. 4055) issued by the CSRC. The company’s board of directors deliberated and approved the matters related to the additional issuance, and the specific contents are as follows: 1 Placement agreement
(I) the date of the contracting party is January 11, 2022 (after the trading period), and the contracting party is the company (as the issuer); and
Huatai Financial Holdings (Hong Kong) Limited (as placement agent)
(II) placement agent
Pursuant to the placing agreement, the placing agent conditionally agrees to use its best efforts to cause the allottee to subscribe for the placing shares (i.e. 41413600 H shares issued by the company in accordance with the terms and conditions set out in the placing agreement).
After making all reasonable enquiries, the directors know, know and believe that the placing agent and its ultimate beneficial owner are independent of the company and / or its connected persons 1 and have no connection with the above-mentioned subjects or individuals.
(III) number of allotment shares
41413600 placing shares under the placing account for (I) about 0.441% and 1.469% of the total number of existing issued shares and H shares respectively, and (II) about 0.439% and 1.448% of the total number of issued shares and H shares expanded by the placing shares to be issued according to the placing.
(IV) status of placing shares
Once the placing shares are issued and fully paid, they will have the same status in all respects as the issued H shares at the time of the issuance and allotment of the relevant new H shares.
(V) allocation price
The allocation price is HK $28.00 per share, compared with:
1) On the last 60 consecutive trading days immediately before the last trading day (January 11, 2022), the average closing price quoted on the stock exchange was HK $30.31 per share, with a discount of about 7.63%; and
2) On the last 30 consecutive trading days immediately before the last trading day, the average closing price quoted on the stock exchange was HK $31.98 per share, with a discount of about 12.45%; and
3) On the last 20 consecutive trading days immediately before the last trading day, the average closing price quoted on the stock exchange was HK $32.49 per share, with a discount of about 13.81%; and
4) On the last five consecutive trading days immediately before the last trading day, the average closing price quoted on the stock exchange was HK $32.91 per share, with a discount of about 14.92%; and
1 has the meaning given to the term in the Hong Kong listing rules, the same below
5) On January 11, 2022 (the last trading day), the closing price of H shares per share quoted on the stock exchange was HK $32.70, with a discount of about 14.37%.
The placing price is determined by the company after fair consultation with the placing agent, taking into account the lock up period of not less than 6 months, the overall market conditions and the recent market price of the shares agreed with the allotee. The directors (including independent non-executive directors) believe that the terms of the placement agreement are entered into on general commercial terms, are fair and reasonable, and are in the overall interests of the company and shareholders. The allottee will pay the allotment price in cash.
(VI) assignee
The grantees are golden sunflower and segantii, PAG Pegasus Fund LP, janchor and valliance. Each party will subscribe for 34856200 shares, 2185800 shares, 2176400 shares, 1311400 shares and 883800 placing shares respectively for consideration of HK $975973600, HK $61202400, HK $60939200, HK $36719200 and HK $24746400 respectively. According to all reasonable enquiries made by the directors, it is well known, fully known and satisfied that the grantee is independent of the company and / or its connected persons and has no connection with the above-mentioned subjects or individuals.
1) Golden Sunflower
Golden sunflower is an exempted limited company incorporated under the laws of the Cayman Islands and its business objective is to issue structured notes (Note Series [2022 – [001] – A, B, C, D and 2022 – [002] – A, B, C issued by golden sunflower, with an initial total book value equivalent to approximately HK $1000000000).
China Merchants Bank International Finance Co., Ltd. (“China Merchants Bank International”) is the exclusive coordinator of all issues of golden sunflower. CMB international is wholly owned by China Merchants Bank Co.Ltd(600036) . Golden sunflower is held by a trust whose legal and registered owner is maplefs Limited (“maplefs”), a regulated and licensed trust company in the Cayman Islands. The ultimate beneficial owners of golden sunflower and maplefs are partners of maples group partnership (but not any individual partner), and no individual partner owns 10% or more of the partnership interest. To the best of the directors\’ knowledge, full knowledge and belief after all reasonable enquiries, maplesfs and its ultimate beneficial owner are independent third parties.
A total of 404 participants (including the employees and management of the company, its subsidiaries and Haier Group, the controlling shareholder of the company, who subscribe for structural notes through investment trusts and BVI special purpose entities, the same below) will participate through (I) trust and asset management plan (for domestic purposes) and (II) BVI special purpose entities (for offshore purposes) Invest by subscribing for structured notes issued by golden sunflower. Employees will use self raised funds to participate in investment. The company will not provide any financial assistance to employees. Participants in this investment include directors, supervisors and directors, supervisors and top executives of the company’s subsidiaries. The capital contributions of these persons are as follows:
Name contribution amount (HK $/ 10000) as a percentage of the total amount of structured notes 2
Directors of the company
Liang Haishan 1835 1.9%
Li Huagang 1835 1.9%
Xie Juzhi 1101 1.1%
Supervisors of the company
Liu Dalin 489 0.5%
3 directors, supervisors 2374 2.4% and top executives of subsidiaries
Subtotal 7635 7.8%
Total amount of structured notes 97605/
The asset management plan and the BVI special purpose entity will subscribe for structured notes issued by golden sunflower, involving a total principal of approximately HK $976.05 million. Golden sunflower will use the net proceeds from the issuance of structured notes to subscribe for the placement shares, and calculate the return of the holders of structured notes on a reference basis after taking into account the due amount of appropriate costs, fees, commissions, taxes and taxes of the structured notes. Structured notes are renewable at maturity after 66 months, and the return / performance of structured notes will fluctuate based on the total return received by the relevant assets on dividend income and asset sales.
A total of 404 participants, trusts, asset management plans, asset managers and BVI special purpose entities will not be beneficial owners of the placing shares or persons controlling voting rights. According to the relevant investment agreement, the asset manager and CMB international are responsible for and have the right to make investment decisions at their discretion to decide when and how to buy and sell the underlying assets including the placing shares.
2) Segantii
Segandii Asia Pacific Equity Multi Strategy Fund is an investment fund managed by segandii Capital Management Limited, an investment manager of well-known institutions in Hong Kong, which is supervised by the Hong Kong Securities Regulatory Commission. The fund focuses on the Asia Pacific region, Greater China region and global investment, and has an in-depth understanding of TMT, new economy, consumer goods (including smart home) and other industries. 2. Domestic investors make their contribution in RMB, and the amount of contribution here is converted into Hong Kong dollars according to the actual exchange rate used in the asset management plan. 3. Subsidiaries do not include rule 14A of the rules governing the listing of securities on the stock exchange of Hong Kong Limited Non material subsidiaries as defined in article 09.
PM partners I LP, a limited partnership registered in the British Virgin Islands, is a fund of pagpegasus Fund LP. PAG (taimeng Investment Group) is one of the largest diversified asset management companies in Asia. It has rich successful investment experience abroad. Its three investment platforms of private placement, absolute return and real estate are based on research, and has accumulated systematic and in-depth judgment covering the Asia Pacific, radiating the world and facing the whole industry. PAG Pegasus Fund LP was founded and managed by Mr. Li Zheng, integrating PAG’s dual expertise, experience and resource advantages in the field of primary and secondary equity investment. We are committed to mining excellent enterprises in the Asia Pacific and the world, and provide long-term capital and strategic support.
4) Janchor
Janchor partners Pan Asian master Fund (“janchor”) is an investment fund established in the Cayman Islands and managed by janchor Partners Limited, which is authorized by the SFC to manage assets (collectively referred to as “janchor partners”). Janchor partners, established in 2009, is a long-term industrial investment institution dedicated to cooperating with companies with excellent business model, good growth prospects and the potential to become the driving force of long-term structural growth of Asian countries and economies. Janchor partners is a senior institutional investor with rich experience in investing in Chinese and global consumer goods companies.
5) Valliance
Valance Asset Management Limited is an investment management company incorporated in Hong Kong and its ultimate beneficial owner is Mr. Li Lin. Valance Asset Management Limited (“valance”) is the valance
