DGAP Post-admission Duties announcement: Haier Smart Home Co.,Ltd. /
Announcement on Transfer of the Underlying Assets under Material Asset
Purchase and Related Party Transaction
Haier Smart Home Co.,Ltd.: Release according to Article 50 of the WpHG [the
German Securities Trading Act] with the objective of Europe-wide
distribution
2020-12-27 / 21:42
Dissemination of a Post-admission Duties announcement according to Article
50 Para. 1, No. 2 WpHG transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*Announcement pursuant to Section 50 para. 1 no. 2 German Securities Trading
Act (WpHG)*
*Announcement on Transfer of the Underlying Assets under Material Asset
Purchase and Related Party Transaction*
*Qingdao / Shanghai / Frankfurt, 27 December 2020* - Haier Smart Home Co.,
Ltd. (the "*HSH*" or the "*Company*", D-Share 690D.DE, A-Share 600690.SH,
H-Share 06690.HK) published on 25 December 2020 an announcement on the
Shanghai Stock Exchange with regard to Transfer of the Underlying Assets
under Material Asset Purchase and Related Party Transaction.
HSH held the tenth meeting of the tenth session of the board of directors
and the eleventh meeting of the tenth session of the board of directors on
30 July 2020 and 21 August 2020 respectively, and held the Second
Extraordinary General Meeting of 2020, the First A-Share Class General
Meeting of 2020 and the First D-Share Class General Meeting of 2020 on 1
September 2020, at which the _Proposal on the Specific Plan for this
Material Asset Restructuring_ and other relevant proposals in relation to
the privatization of Haier Electronics Group Co., Ltd. (the "*HEG*") through
the issuance of H shares by HSH and the successful listing of HSH's H-Shares
on The Stock Exchange of Hong Kong Limited ("HKEX") by way of introduction
(the "Transaction") were considered and approved.
As at the date of this announcement, all Scheme Shares of HEG have been
cancelled and HEG has issued the same number of new shares as the number of
cancelled Scheme Shares to the Company. The Company and its wholly-owned
subsidiary indirectly hold all the issued shares of HEG, which in turn has
become a wholly-owned subsidiary of the Company. The transfer of the
underlying assets under the Transaction has been completed.
*I. The Implementation of This Transaction*
*(I) The transfer of assets*
The withdrawal of the listing of HEG's shares from the HKEX became effective
On 23 December 2020. As at the date of this announcement, all Scheme Shares
of HEG have been cancelled. Meanwhile, HEG has issued new shares to HSH in
the same amount as the number of cancelled Scheme Shares. The Company and
its wholly-owned subsidiary hold 2,816,995,476 issued shares of HEG, and HEG
has become a wholly-owned subsidiary of the Company .
*(II) The issuance of H shares and Cash Payment*
On 22 December 2020, HSH issued 1.60 H-Shares to the Scheme Shareholders
(except for non-qualified overseas shareholders) for each cancelled Scheme
Share and the relevant share certificates for the H Shares have been
despatched on the same date.
On 24 December 2020, HEG despatched the cheques for the payment of HKD1.95
in cash to the Scheme Shareholders for each cancelled Scheme Share.
*(III) Rights and liabilities of the target company*
After the completion of the Transaction, HEG has become a wholly-owned
subsidiary of HSH and remains an independent legal entity. HEG remains
entitled to its rights and bear its liabilities respectively. The
Transaction does not involve the transfer of HEG's rights and liabilities.
*II. Subsequent Matters of the Transaction*
1. The Company will arrange for the registration of changes to the
registered capital involved in the Transaction and the procedures for filing
of the Articles of Association with the industrial and commercial
registration authorities.
2. The Company will report to the China Securities Regulatory Commission on
the issuance and listing of H Shares in writing, handle foreign exchange
registration for the overseas listings and report on the implementation of
the Transaction to the National Development and Reform Commission and the
commercial department.
3. The parties to the Transaction will continue to fulfill the relevant
undertakings involved in the Transaction.
4. The Company will continue to fulfill information disclosure obligations
for the Transaction in accordance with the requirements of laws and
administrative regulations.
*III. Conclusion and Opinion of the Intermediary Institution on the
Implementation of the Transaction*
*(I) The independent financial advisor's verification opinion*
Zheshang Securities Co., Ltd., the independent financial advisor of the
Company for the Transaction, issued the _Independent Financial Advisor's
Verification Opinion from Zheshang Securities Co., Ltd. on Material Asset
Purchase and Implementation of Related Party Transaction of Haier Smart Home
Co., Ltd. _on 25 December 2020 and expressed the following opinions:
1. The implementation of the Transaction complies with the provisions of the
_Company Law_, the _Securities Law_ and the _Restructuring Measures_ and
other relevant laws, regulations and normative documents;
2. The Transaction has fulfilled the statutory decision-making and approval
procedures, and the necessary approvals have been obtained, so that the
parties to the Transaction can implement this material asset restructuring
in accordance with the law;
3. HSH has issued H-Shares to Scheme Shareholders (except non-qualified
overseas shareholders), HEG has made Cash Payment to Scheme Shareholders,
and the transfer procedures of the underlying assets involved in the
Transaction have been completed and the transfer procedures are legal and
valid;
4. No material change in the directors, supervisors and senior management of
the listed company has occurred as a result of the Transaction;
5. The listed company has fulfilled the relevant information disclosure
obligations in relation to the Transaction, which was in compliance with the
relevant laws, regulations and the requirements of _the Rules Governing the
Listing of Stocks on Shanghai Stock Exchange_. There are no material
differences between the relevant actual situation and the disclosed
information previously during the implementation process of the Transaction
except for the cases mentioned in the aforesaid;
6. During the implementation process of the Transaction, there was no
appropriation of the funds and assets of the listed company by the actual
controller or other related parties for purposes other than the operation of
the listed company, nor did the Transaction lead to the provision of
guarantee by the listed company for controlling shareholder, actual
controller and their related parties;
7. The transaction documents and undertakings involved in the Transaction
have been or are being performed and there is no violation of the
transaction documents or undertakings;
8. There are no major compliance obstacles in the follow-up matters related
to the Transaction; on the basis of the parties' actual implementation of
the transaction documents and undertakings, there are no major risks in the
follow-up matters related to the Transaction.
*(II) Verification opinions from* *legal advisor*
The Company's legal advisor for the Transaction, _King&Wood Mallesons_,
issued the _Legal Opinion from King & Wood Mallesons on Material Asset
Purchase and Implementation of Related Party Transaction of Haier Smart Home
Co., Ltd._ on 25 December 2020 and expressed the following opinions:
1. HSH has obtained the approvals, authorizations and filings required for
the Transaction.
2. The Scheme has become effective. HEG has been delisted from the HKEX and
become a wholly-owned subsidiary of HSH. HSH's H shares have been listed and
traded on the main board of the HKEX by way of introduction, and the Scheme
Shareholders (except non-qualified overseas shareholders) have become
H-share shareholders of HSH.
3. HSH has fulfilled the necessary statutory information disclosure
obligations in relation to the Transaction.
4. There is no violation of the relevant undertakings disclosed in the
_Restructuring Report_ by HSH.
5. The implementation of the Transaction is in compliance with the
requirements of the _Company Law of the People's Republic of China_, the
_Securities Law of the People's Republic of China_, the _Administrative
Measures for the Reorganization of Material Assets of Listed Companies_ and
other relevant laws, regulations and regulatory documents.
6. HSH is required to complete the registration of changes to the registered
capital involved in the Transaction and the procedures for filing the
Articles of Association with the industrial and commercial registration
authorities, report on the listing and issuance of H share to China
Securities Regulatory Commission in writing, handle the foreign exchange
registration for the overseas listing, report the implementation of the
Transaction to the National Development and Reform Commission and the
commercial departments, and continue to fulfill information disclosure
obligations in terms of the Transaction pursuant to the requirements of laws
and regulations. The related parties of the Transaction are still required
to fulfill the relevant undertakings concerning the Transaction.
*?. Documents for reference under https://smart-home.haier.com/en/ggyxw/*
1. _Report on Material Asset Purchase and Implementation of Related Party
Transaction of Haier Smart Home Co., Ltd.;_
2. _Independent Financial Advisor's Verification Opinion from Zheshang
Securities Co., Ltd. on Material Asset Purchase and Implementation of
Related Party Transaction of Haier Smart Home Co., Ltd.;_
3. _Legal Opinion from King & Wood Mallesons Beijing on Material Asset
Purchase and Implementation of Related Party Transaction of Haier Smart Home
Co., Ltd.._
The Board of Directors (MORE TO FOLLOW) Dow Jones Newswires
December 27, 2020 15:42 ET (20:42 GMT)
