Haier Smart Home Co., Ltd.

  • WKN: A2JM2W
  • ISIN: CNE1000031C1
  • Land: China

Nachricht vom 16.11.2020 | 01:00

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

Haier Smart Home Co.,Ltd. / Announcement on the Publication of H-Share Listing Document and Scheme Document
16.11.2020 / 01:00
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 the Publication of H-Share Listing Document and Scheme Document

Qingdao / Shanghai / Frankfurt, 16 November 2020 - Haier Smart Home Co., Ltd. (the "Company", D-Share ISIN CNE1000031C1, A-Share ISIN CNE000000CG9) published an announcement on the Shanghai Stock Exchange with regard to the publication of the H-Share Listing Document and Scheme Document.

On 1 September 2020, the Company held its 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 which the relevant proposals regarding the privatization of Haier Electronics Group Co., Ltd. (1169.HK, the "HEG") by way of a scheme of arrangement (the "Privatization of HEG") and the EB-to-CB Proposal (the "Issuance of H-Share Convertible Bonds") were reviewed and approved. After the Privatization of HEG takes effect, HEG will be delisted from The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange"), and the Company's H-Shares will be listed and traded on the Main Board of the Hong Kong Stock Exchange by way of introduction (the "H-Shares Issuance and Listing"). The EB-to-CB proposal is conditional upon the Company's H-Shares becoming listed.

As of the date of this announcement, the Company has obtained approval from the China Securities Regulatory Commission (Zhengjian approval [2020] No. 2768) and approval in principle from the Hong Kong Stock Exchange for the H-shares Issuance and Listing and the Issuance of H-share Convertible Bonds. For more information, please refer to the relevant announcements issued by the Company on these matters before the date of this announcement.

According to the relevant arrangements for the Privatization of HEG and H-Shares Issuance and Listing, the Company will publish the listing document in connection with the H-Shares Issuance and Listing (the "Listing Document") and scheme document in connection with the Privatization of HEG (the "Scheme Document") on 16 November 2020. The above documents will be available for review on the website of the HKEX news (http://www.hkexnews.hk) and the Company's website. The Scheme Document will also be dispatched to scheme shareholders on 16 November 2020. The Scheme Document mainly includes, among others, the details of the Privatization of HEG, the explanatory statement required by the Companies Act of Bermuda 1981, the expected timetable for the Privatization of HEG, the letter from the Board of Directors of HEG, the recommendation of the independent board committee of HEG, letter of opinion from the independent financial adviser to the independent board committee of HEG, valuation report, the Listing Document and the notification of convening HEG's Scheme Shareholders Meeting at the discretion of the Bermuda Supreme Court (the "Court Meeting") and the notification of convening the HEG's Special General Meeting. In relation to the despatchof the Scheme Document, the Company and HEG issued a joint announcement on the website of the HKEX news on 16 November 2020. For the details of the announcement, please refer to the website of the HKEX news (http://www.hkexnews.hk).

The Company's Listing Document and Scheme Document are prepared in accordance with the requirements of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and the Hong Kong Code on Takeovers and Mergers, and some of the content contained therein may be different from the relevant documents previously prepared or published by the Company in accordance with Chinese laws and regulations, including but not limited to the accountants' report prepared in accordance with international accounting standards in the Listing Document. Domestic investors should refer to the relevant information and announcements issued by the Company on the designated domestic information disclosure platform. Specifically, this announcement is only made for domestic investors being updated with the Company's relevant information in a timely manner, and does not constitute and shall not be regarded as an offer or invitation for an offer for any individual or entity or any domestic investors to acquire, purchase or subscribe overseas listed foreign shares issued by the Company this time.

The Company proposes to issue 2,448,279,814 H-Shares (assuming all Exchangeable Bonds of the Company have been converted into H-Shares Convertible Bonds pursuant to the EB-to-CB Proposal, and no shares have been issued pursuant to the conversion of the H-Shares Convertible Bonds into new H-Shares of the Company) through the H-shares Issuance and Listing and has applied to the Hong Kong Stock Exchange for the listing and trading of such H-Shares on the Main Board of the Hong Kong Stock Exchange by way of introduction. If the H-shares Issuance and Listing is implemented successfully, the H-Shares of the Company are expected to be listed and traded on the Hong Kong Stock Exchange on 22 December 2020 with the stock code of 6690.HK.

The H-Shares Issuance and Listing and Issuance of H-Share Convertible Bonds are conditional upon the effectiveness of the Privatization of HEG. The Privatization of HEG remains to be subject to the fulfillment of conditions such as obtaining the requisite approvals at the Court Meeting and HEG's Special General Meeting and the sanction of the scheme of arrangement pursuant to the Privatization of HEG by the Bermuda Supreme Court, and there are uncertainties in these matters.

The Company will perform its information disclosure obligations in a timely manner in accordance with relevant regulations. Investors are requested to invest rationally and pay attention to investment risks.

Board of Directors
Haier Smart Home Co., Ltd.

16 November 2020



16.11.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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