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PRESS RELEASE: Haier Smart Home Co., Ltd.: Announcement on Delay of the Phase II Stock Ownership Scheme of Core Employee Stock Ownership Scheme

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DGAP-News: Haier Smart Home Co.,Ltd. / Key word(s): Miscellaneous
Haier Smart Home Co., Ltd.: Announcement on Delay of the Phase II Stock
Ownership Scheme of Core Employee Stock Ownership Scheme

2020-02-14 / 19:44
The issuer is solely responsible for the content of this announcement.

*Haier Smart Home Co., Ltd.: Announcement on Delay of the Phase II Stock
Ownership Scheme of Core Employee Stock Ownership Scheme*

*Qingdao / Shanghai / Frankfurt, 14 February 2020* - Haier Smart Home Co.,
Ltd. (formerly known as "Qingdao Haier Co., Ltd.", D-Share ISIN
CNE1000031C1, A-Share ISIN CNE000000CG9, "Haier Smart Home" or the
"Company") published a mandatory announcement in accordance with applicable
trading rules of the Shanghai Stock Exchange and applicable PRC laws in
relation to the Announcement on Delay of the Phase II Stock Ownership Scheme
of Core Employee Stock Ownership Scheme.

Haier Smart Home Co., Ltd. (hereinafter referred to as the 'Company' or
'Haier Smart Home') convened the 2015 annual general meeting on 31 May 2016,
considering and approving the _Core Employee Stock Ownership Scheme of
Qingdao Haier Co., Ltd. (draft)_ and other relevant content (hereinafter
referred to as the '_Core Employee Stock Ownership Scheme (draft)_').
Pursuant to the _Core Employee Stock Ownership Scheme (draft)_, the Company
convened the 4th meeting of the ninth session of the Board of Directors on
27 February 2017, considering and approving the _Phase II Stock Ownership
Scheme of Core Employee Stock Ownership Scheme of Qingdao Haier Co., Ltd.
(draft) and its Summary _(hereinafter referred to as the '_Phase II Stock
Ownership Scheme (draft)_'). For details of the Phase II Stock Ownership
Scheme of Core Employee Stock Ownership Scheme (hereinafter referred to as
the 'Phase II Stock Ownership Scheme'), please refer to the Company's
announcement published on the website of Shanghai Stock Exchange
(www.sse.com.cn) and related information disclosure media on 28 February
2017 by the Company.

Pursuant to requirements of _the Guiding Opinion on the Pilot Implementation
of Employee Stock Ownership Scheme by Listed Companies_ issued by the China
Securities Regulatory Commission and _the Information Disclosure Guideline
on Employee Stock Ownership Scheme of Listing Companies_ _issued by the
Shanghai Stock Exchange_, the Company hereby announces the relevant
information as follows:

*I. Relevant information on the Phase II Stock Ownership Scheme*

Pursuant to relevant requirements of the _Phase II Stock Ownership Scheme
(draft)_ and the _Management Measures of the Phase II Stock Ownership Scheme
of Core Employee Stock Ownership Scheme of Qingdao Haier Co., Ltd._, 576
employees are identified to participate the Phase II Stock Ownership Scheme,
holding 266.10 million units (RMB) in total. Pursuant to the _Announcement
on Completion of Share Purchase of Phase II Stock Ownership Scheme of Core
Employee Stock Ownership Scheme of Qingdao Haier Co., Ltd. _(L2017-006)
published by the Company on 29 March 2017, Phase II Stock Ownership Scheme
was entrusted to Industrial Securities Assets Management Co.,
Ltd._(????????????)_, who will establish a 'directional asset management
plan for the Phase II Stock Ownership Scheme of Core Employee Stock
Ownership Scheme of Qingdao Haier Co., Ltd.' for the management, and had
purchased an aggregate of 22,820,787 shares of the Company in secondary
market at an average trading price of approximately RMB11.43 per share with
a trading volume of RMB260,768,338.35. Those shares purchased aforesaid will
be locked in accordance with requirements, and the lock-up period will be 12
months from the date of the disclosure of the aforesaid announcement, being
29 March 2017 to 28 March 2018.

The Phase I Vesting of Phase II Stock Ownership Scheme was completed on May
2018 and the Phase II Vesting of Phase II Stock Ownership Scheme was
completed on May 2019.

Pursuant to the _Phase II Stock Ownership Scheme (draft)_, upon the
expiration of the duration, the duration of Phase II Stock Ownership Scheme
can be extended with the consideration and approval by the Board of
Directors. There are some shares in the Phase II Stock Ownership Scheme
remaining unvested and 1,854,568 shares of the Company remaining in the
Phase II Stock Ownership Scheme due to some of the holders of Phase II Stock
Ownership Scheme did not satisfy the vesting conditions. Based on the
confidence in the Company's future sustainable development and the judgment
on the value of the Company's share, Haier Smart Home convened the 6th
Meeting of the Tenth Session of the Board of Directors on 14 February 2020,
and decided to change the duration of the Phase II Stock Ownership Scheme
from 'not exceed 36 months' to 'not exceed 60 months', calculating from the
time when the Subject Shares are registered to the Phase II Stock Ownership
Scheme, namely 28 March 2017. After the change of duration, the lock-up
period will no longer be set for the Phase II Stock Ownership Scheme again.
The Meeting of the Supervisory Committee convened at the same date also
considers and approves the aforementioned matters while the independent
director issues his independent opinion with agreement.

II. Changes in _Phase II Stock Ownership Scheme (draft)_

The _Phase II Stock Ownership Scheme (draft) _was amended according to the
above proposals. The contents before and after the change are as follows
with the other contents are unchanged:

++++
|*No.*|*Contents before change* |*Contents after change* |
++++
| |Specific Reminder |Specific Reminder |
| |Duration, Lock-up Period |Duration, Lock-up Period and|
| |and Vesting Period of the |Vesting Period of the Scheme|
| |Scheme |The duration of Phase II |
| |The duration of Phase II |Scheme shall not exceed 60 |
| |Scheme shall not exceed 36 |months, calculating from the|
| |months, calculating from |time when the Subject Shares|
| |the time when the Company |of the Company are |
| |announces that the Subject |registered to Phase II |
| |Shares of the Company are |Scheme. Upon the expiration |
| |registered to Phase II |of the duration, Phase II |
| |Scheme. Upon the expiration|Scheme may be either |
| |of the duration, Phase II |terminated or extended with |
| |Scheme may be either |the consideration and |
| |terminated or extended with|approval by the Board of |
| |the consideration and |Directors. |
| |approval by the Board of |.. |
| |Directors. | |
| |.. | |
++++
| |V. Source and Number of |V. Source and Number of |
| |Shares |Shares |
| |(II) Number of Subject |(II) Number of Subject |
| |Shares under the Scheme |Shares under the Scheme |
| |The duration of Phase II |The duration of Phase II |
| |Scheme shall not exceed 36 |Scheme shall not exceed 60 |
| |months, calculating from |months, calculating from the|
| |the time when the Subject |time when the Subject Shares|
| |Shares are registered to |are registered to Phase II |
| |Phase II Scheme. Upon the |Scheme. Upon the expiration |
| |expiration of the duration,|of the duration, Phase II |
| |Phase II Scheme may be |Scheme may be either |
| |either terminated or |terminated or extended with |
| |extended with the |the consideration and |
| |consideration and approval |approval by the Board of |
| |by the Board of Directors. |Directors. |
| |.. |.. |
++++
| |VII. Duration, Lock-up |VII. Duration, Lock-up |
| |Period, Vesting Period and |Period, Vesting Period and |
| |Termination |Termination |
| |(I) Duration of the Scheme |(I) Duration of the Scheme |
| |The duration of Phase II |The duration of Phase II |
| |Scheme shall not exceed 36 |Scheme shall not exceed 60 |
| |months, calculating from |months, calculating from the|
| |the time when the Company |time when the Subject Shares|
| |announces that the Subject |are registered to Phase II |
| |Shares are registered to |Scheme. Upon the expiration |
| |Phase II Scheme. Upon the |of the duration, Phase II |
| |expiration of the duration,|Scheme may be either |
| |Phase II Scheme may be |terminated or extended with |
| |either terminated or |the consideration and |
| |extended with the |approval by the Board of |
| |consideration and approval |Directors. |
| |by the Board of Directors. | |
++++

*III. Opinions given by the independent directors*

The change of the duration of the Phase II Stock Ownership Scheme complies
with the requirements of relevant regulations including the _Guiding
Opinions on the Implementation of Pilot Program on Employee Stock Ownership
Scheme by Listed Companies_ of China Securities Regulatory Commission and
the _Phase II Stock Ownership Scheme (draft)_, and the consideration and
decision-making procedures are in compliance with laws and regulations
without impairing the interests of the Company and the shareholders as a
whole. Independent directors agree unanimously to change the duration of the
Phase II Stock Ownership Scheme to not exceed 60 months, calculating from

(MORE TO FOLLOW) Dow Jones Newswires

February 14, 2020 13:44 ET ( 18:44 GMT)
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