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PRESS RELEASE: Haier Smart Home Co.,Ltd.: Third Indicative Announcement on Redemption of 'Haier Convertible Bonds'

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DGAP-News: Haier Smart Home Co.,Ltd. / Key word(s): Bond
Haier Smart Home Co.,Ltd.: Third Indicative Announcement on Redemption of
'Haier Convertible Bonds'
2019-12-03 / 20:04
The issuer is solely responsible for the content of this announcement.

*Third Indicative Announcement on Redemption of "Haier Convertible Bonds"*

_"There will be various indicative announcements regarding Haier convertible
bonds in China until the redemption record date, further announcements will
be updated on the company's website under
_http://www.haier.net/en/investor_relations/haier/gsgg/corporatenews/ [1]
_"_

*Qingdao / Shanghai / Frankfurt, 03 December 2019* - Haier Smart Home 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 Redemption of Convertible Bonds (Second
Indicative Announcement).

- Redemption record date: 16 December 2019

- Redemption price: RMB100.20 per bond (par value plus current accrued
interest)

- Redemption payment date: 17 December 2019

- Starting from the next trading day (17 December 2019) after the redemption
record date, "Haier Convertible Bonds" shall cease to be traded and
converted; and "Haier Convertible Bonds" will be delisted on Shanghai Stock
Exchange upon the completion of the early redemption.

Given that the closing price of Shares of Haier Smart Home Co., Ltd. is no
less than 120% of the prevailing conversion price (RMB14.20 per share) of
"Haier Convertible Bonds (110049)" (hereinafter referred to as "Haier
Convertible Bonds") during 15 trading days (from 1 November 2019 to 21
November 2019) out of the latest 30 consecutive trading days, the redemption
terms of convertible corporate bonds (hereinafter referred to as the
"Convertible Bonds") have been triggered according to the Prospectus in
relation to the Public Issuance of A Share Convertible Corporate Bonds of
Qingdao Haier Co., Ltd. (hereinafter referred to as the "Prospectus").

On 21 November 2019, the Proposal on the Exercise of the Right of Redemption
of "Haier Convertible Bonds" of Haier Smart Home Co., Ltd. was considered
and approved at the 5th Meeting of the Tenth Session of the Board of
Directors of the Company, agreeing to exercise the right of early redemption
of "Haier Convertible Bonds" to redeem all outstanding "Haier Convertible
Bonds" which appeared on the register on the redemption record date.

In accordance with the requirements of the Administrative Measures on
Securities Issuance of Listed Companies, the Rules Governing the Listing of
Securities on the Shanghai Stock Exchange and the Prospectus of the Company,
matters relevant to redemption are hereby notified to all holders of "Haier
Convertible Bonds" as follows:

*I. Terms of Redemption*

According to the Prospectus of the Company, the terms of redemption are
detailed as follows:

(1) Terms of redemption upon maturity

Within five trading days upon maturity of the Convertible Bonds, the Company
will redeem all the Convertible Bonds from the Convertible Bond Holders
which have not been converted into Shares by then, at a price calculated at
105% of the par value (including the interest accrued in the last interest
accrual year).

(2) Terms of conditional redemption

During the conversion period of the Convertible Bonds, if the closing prices
of A Shares of the Company during at least 15 trading days out of any 30
consecutive trading days are no less than 120% of the prevailing conversion
price (including 120%), the Company shall have the right to redeem all or
part of the outstanding Convertible Bonds, at a price equal to the par value
of Convertible Bonds plus current accrued interest. The redemption period of
the Convertible Bonds is same as the conversion period, both commencing on
the first trading day immediately following the expiry of the six-month
period after the date of issuance of the Convertible Bonds and ending on the
maturity date of the Convertible Bonds.

The formula for calculation of the current accrued interest is: IA
=B?-i?-t/365

IA: Current accrued interest;

B: Aggregate par value of the Convertible Bonds held by the holders of
Convertible Bonds;

i: Coupon rate of the Convertible Bonds in an interest accrual year;

t: Number of days on which interest is accrued, i.e., the actual number of
calendar days from the last interest payment date up to the redemption date
of that interest accrual year (including the last interest payment date and
excluding the redemption date).

If there is a conversion price adjustment on the aforementioned 30 trading
days, then for the transactions made before the conversion price adjustment,
the calculations will be based on the conversion price and closing price
prior to the adjustment; the transactions made at and after the conversion
price adjustment will be calculated based on the conversion price and
closing price after the adjustment.

Further, when the total par value of the outstanding Convertible Bonds is
less than RMB30 million, the Board of Directors of the Company (or any
person authorized by the Board of Directors) is entitled to redeem all
outstanding Convertible Bonds at par value of the Convertible Bonds plus
accrued interest.

*II. Announcements on the Redemption of the Convertible Bonds*

(I) Redemption conditions

Given that the closing price of Shares of the Company is no less than 120%
of the prevailing conversion price during 15 trading days (from 1 November
2019 to 21 November 2019) out of latest 30 consecutive trading days, the
redemption terms of the "Haier Convertible Bonds" have been triggered.

(II) Redemption record date

The target of the current redemption is all holders of "Haier Convertible
Bonds" which appear on the register of bonds at the China Securities
Depository Clearing Corporation Limited Shanghai Branch (hereinafter
referred to as "CSDCCL Shanghai Branch") after trading hours of the Shanghai
Stock Exchange on 16 December 2019.

(III) Redemption price

According to the early redemption clauses stated in the Prospectus of the
Company, the Redemption Price is par value of the Convertible Bonds plus the
current accrued interest for, namely RMB100.20 per bond.

The formula for calculation of the current accrued interest is: IA
=B?-i?-t/365

IA: Current accrued interest;

B: Aggregate par value of the Convertible Bonds held by the holders of the
Convertible Bonds;

i: Coupon rate of the Convertible Bonds in an interest accrual year;

t: Number of days on which interest is accrued, i.e., the actual number of
calendar days from the last interest payment date up to the redemption date
of that interest accrual year (including the last interest payment date and
excluding the redemption date).

Coupon rate of the convertible bonds in the current interest accrual year
(from 18 December 2018 to 16 December 2019): 0.20%.

Number of days on which interest is accrued: in total of 364 days from 18
December 2018 to 16 December 2019 (including the first date and excluding
the last date).
Current accrued interest: IA =B?-i?-t/365=100?-0.20%?-364/365=RMB0.20
Redemption price=Par value+ Current accrued interest =100+0.20=RMB100.20 per
bond

Explanations on the income tax on the investor bonds interests are as
follows:

1. Explanations on collection of income tax on corporate bond interests from
individual investors

Pursuant to the provisions under the Individual Income Tax Law of the
People's Republic of China and Regulations on Management of Corporate Bonds
and documents, the individual investors of the Bonds shall pay individual
income tax on corporate bond interests for the bond interests they received.

According to the provisions under the Circular of the State Administration
of Taxation on Strengthening Withholding and Payment of the Individual
Income Tax on Corporate Bond Interests (Guo Shui Han (2003) No. 612)
(«??????????????????????????????»(???(2003)612?)), the individual income tax
on interests of the Bonds shall be uniformly withheld and paid locally by
the various payment institutions when they paid interests to the individuals
holding the bonds. Each payment institutions are required to duly perform
withholding and payment of individual income tax in accordance with relevant
provisions under the Individual Income Tax Law. In case of failure to
fulfill the obligations of withholding and payment of the individual income
tax on the aforementioned bond interests, each payment institutions shall
assume the legal liabilities arising therefrom.

Explanations on collection of individual income tax on the interests of the
Bonds are as follows:

(1). Taxpayer: individual investors of the Bonds.

(2). Object of taxation: interest income from the Bonds.

(3). Tax rate: 20% of interest amount.

(4). Way of collection: Withholding by the payment institutions in a lump
sum when individual investors receive interests at the payment institutions.

(5). Obligor of withholding and payment: payment institutions in charge of
interest payment for the Bonds.

(6). Collection management department of interest tax on the Bonds: Taxation
authorities at the places the payment institutions are located.

2. Explanation on collection of income tax on corporate bond interests from
non-resident enterprises

Pursuant to the Notice on the Policy of Corporate Income Tax and Value-added
Tax on Offshore Institutions' Investments in Onshore Bond Market (Cai Shui
(2018) No. 108) («???????????????????????????»(??(2018)108?)) as promulgated
on 7 November 2018, for the period from 7 November 2018 to 6 November 2021,
corporate income tax and value-added tax shall be temporarily exempted for
the bond interest income obtained from offshore institutions' investments in
onshore bond market. The above-mentioned temporarily exempted corporate

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December 03, 2019 14:04 ET ( 19:04 GMT)
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