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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should
consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional
accountant or other professional adviser.
If you have sold or transferred all your shares in Haier Electronics Group Co., Ltd. (the “Company”),
you should at once hand this circular and the accompanying form of proxy to the purchaser or the
transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected
for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
HAIER ELECTRONICS GROUP CO., LTD.
(Incorporated in Bermuda with limited liability) REFRESHMENT OF 10% GENERAL LIMIT ON GRANT OF OPTIONS
UNDER SHARE OPTION SCHEME
GENERAL MANDATES TO REPURCHASE SHARES
AND TO ISSUE NEW SHARES
RE-ELECTION OF DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting (the “AGM”) of the Company to be held at Gloucester Room, 2/F, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on Monday, 28 June 2010 at 10:00 a.m. is set out on pages 14 to 17 of this circular.
A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned meeting thereof should you so wish.
CONTENTS
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Appendix I
– Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . .
Appendix II – Biographical Details of the Retiring Directors
Proposed for Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notice of the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose
of giving information with regard to the Group. The Directors collectively and individually accept
full responsibility for the accuracy of the information contained in this circular and confirm,
having made all reasonable enquiries, that to the best of their knowledge and belief, there are
no other facts the omission of which would make any statement contained herein misleading.
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the the annual general meeting of the Company to be convened and held at Gloucester Room, 2/F, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on Monday, 28 June has the same meaning ascribed to it under the Listing Rules the capital reorganisation involving the capital reduction and the share consolidation which details have been disclosed in the circular of the Company dated 6 February 2007 and have Haier Electronics Group Co., Ltd., an exempted company incorporated in Bermuda with limited liability, and the Shares of which are listed on the main board of the Stock Exchange has the same meaning ascribed to it under the Listing Rules Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC a general and unconditional mandate proposed to be granted to the Directors to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the 24 May 2010, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain DEFINITIONS
The Rules Governing the Listing of Securities on the Stock the proposed refreshment of the 10% general limit on the grant of Share Options under the Share Option Scheme a general and unconditional mandate proposed to be granted to the Directors to repurchase the fully paid-up Shares up to 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary the Securities and Futures Ordinance (Cap. 571 of the Laws of the ordinary share(s) of HK$0.10 each in the share capital of share options granted under the Share Option Scheme a share option scheme adopted by the Company on 28 February has the same meaning ascribed to it under the Listing Rules the Code on Takeovers and Mergers of Hong Kong a share option scheme adopted by the Company on 24 November 1997 and subsequently amended on 4 December 1997 and LETTER FROM THE BOARD
HAIER ELECTRONICS GROUP CO., LTD.
(Incorporated in Bermuda with limited liability) Ms. Yang Mian Mian (Chairman) Clarendon Head office and principal place of Independent non-executive Directors: REFRESHMENT OF 10% GENERAL LIMIT ON GRANT OF OPTIONS
UNDER SHARE OPTION SCHEME
GENERAL MANDATES TO REPURCHASE SHARES
AND TO ISSUE NEW SHARES
RE-ELECTION OF DIRECTORS
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the AGM, ordinary resolutions will be proposed to the Shareholders for approval of (1) the Proposed Refreshment; (2) the grant of the Issue Mandate; (3) the grant of the Repurchase Mandate; (4) the extension of the Issue Mandate by the addition of the number of Shares repurchased pursuant to the Repurchase Mandate; and (5) the re-election of the retiring Directors.
The purpose of this circular is to give you notice of the AGM and to provide you with information regarding the said resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.
LETTER FROM THE BOARD
PROPOSED REFRESHMENT OF THE 10% GENERAL LIMIT ON GRANT OF SHARE OPTIONS
UNDER THE SHARE OPTION SCHEME
As at 28 February 2002, being the date on which the Share Option Scheme was being adopted and the 1997 Share Option Scheme was being terminated, the maximum number of Shares which may be issued upon exercise of all Share Options to be granted under the Share Option Scheme was 893,876,600 Shares, being 10% of the total number of the Shares in issue on such date.
At the special general meeting of the Company held on 7 March 2007, a special resolution has been passed by the Shareholders to approve the Capital Reorganisation. Upon the Capital Reorganisation becoming effective on 8 March 2007, the number of Shares subject to the outstanding Share Options and the general limit on the grant of Share Options has been adjusted to 21,250,000 Shares and As at 2 June 2009, being the date of the last refreshment of the scheme mandate limit of the Share Option Scheme, the maximum number of Shares which may be issued upon exercise of all Share Options to be granted under the Share Option Scheme was 202,667,390 Shares, being 10% of the Shares in issue on the date of the last refreshment of the scheme mandate limit of the Share Option Scheme. On 18 September 2009 and on 18 May 2010, 84,450,000 Share Options and 25,960,000 Share Options have been granted respectively under the last refreshed scheme mandate limit.
As at the Latest Practicable Date, the Company had an aggregate of 2,036,673,905 Shares in issue and 1,006,910,000 Share Options granted under the Share Option Scheme of which 140,800,000 Share Options have lapsed, 756,500,000 Share Options were exercised and 109,610,000 Share Options were outstanding entitling the holders of the Share Options to subscribe for an aggregate of 109,610,000 new Shares, representing approximately 5.38% of the total issued share capital of the Company as The Directors consider that the Proposed Refreshment is in the interests of the Group and the Shareholders as a whole as it will enable the Company to grant further Share Options to eligible participants, being any employees, executives or officers of the Group (including executive and non-executive directors of the Group) and any suppliers, consultants, agents, advisers, shareholders, customers, partners or business associates who, at the sole discretion of the Board, will contribute or has contributed to the Group as incentives or rewards.
Proposal
It is therefore proposed that subject to the approval of the Shareholders at the AGM and such other requirements as prescribed under the Listing Rules being fulfilled, the general limit on the grant of Share Options under the Share Option Scheme will be refreshed to 10% of the Shares in issue as at the date of the approval by the Shareholders at the AGM and the Share Options previously granted under the Share Option Scheme and the 1997 Share Option Scheme (including those outstanding, cancelled, lapsed in accordance with such scheme(s) or exercised options) will not be counted for the purpose of calculating the limit as refreshed.
LETTER FROM THE BOARD
As at the Latest Practicable Date, there were 2,036,673,905 Shares in issue. Assuming that no further Shares will be issued prior to the AGM, the maximum number of Share Options that can be granted by the Company under the refreshed limit would be 203,667,390.
Pursuant to the Listing Rules, the Shares which may be issued upon exercise of all outstanding Share Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company at any time shall not exceed 30% of the Shares in issue from time to time. No options shall be granted under any scheme(s) of the Company or any of its subsidiaries if this will result in the 30% limit being exceeded. There were 109,610,000 outstanding Share Options granted and yet to be exercised under the Share Option Scheme as at the Latest Practicable Date. The aggregate maximum number of the Shares that can be issued pursuant to the grant of the Share Options by the Company under the refreshed limit and the existing number of Shares subject to the outstanding Share Options were 313,277,390 Shares, representing approximately 15.38% of the total issued share capital of the Company as at the Latest Practicable Date.
Conditions
As required by the Share Option Scheme and the Listing Rules, an ordinary resolution will be proposed at the AGM to approve the Proposed Refreshment.
The Proposed Refreshment is conditional upon: the Shareholders passing an ordinary resolution to approve the Proposed Refreshment at the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any Share Options granted under the Application for listing
Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares which may fall to be issued upon the exercise of any Share Options that may be granted under the Proposed Refreshment.
REPURCHASE MANDATE
At the last annual general meeting of the Company held on 2 June 2009, a general mandate was granted to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the AGM. An ordinary resolution will be proposed at the AGM to grant the Repurchase Mandate to the Directors. An explanatory statement as required under the Listing Rules to provide the requisite information of the Repurchase Mandate is set out in Appendix I to LETTER FROM THE BOARD
ISSUE MANDATE AND EXTENSION OF ISSUE MANDATE
At the AGM, an ordinary resolution will be proposed that the Directors be given the Issue Mandate in order to ensure flexibility and discretion to the Directors to issue new Shares. Subject to the passing of the proposed ordinary resolution approving the Issue Mandate and on the basis that no further Shares will be issued or allotted by the Company prior to the AGM, the exercise of the Issue Mandate in full would result in up to a maximum of 407,334,781 Shares, representing 20% of the total number of Shares in issue and a share capital of HK$40,733,478.10, being issued by the Company during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which the Issue Mandate is revoked or varied by an ordinary resolution passed by the Shareholders at a general meeting of the Company. In addition, an ordinary resolution will also be proposed to extend the Issue Mandate by adding to it the number of such Shares repurchased RE-ELECTION OF THE RETIRING DIRECTORS
Pursuant to the Bye-laws, Mr. Zhou Yun Jie, Mr. Li Hua Gang, Mr. Sun Jing Yan, Mr. Wu Yinong and Mr. Yu Hon To, David are subject to retirement by rotation at the AGM. All these Directors are eligible for re-election at the AGM. The biographical details of these Directors are set out in The AGM will be held at Gloucester Room, 2/F, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on Monday, 28 June 2010 at 10:00 a.m. A notice of the AGM is set out A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM or any adjourned Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the AGM shall be voted by poll.
LETTER FROM THE BOARD
RECOMMENDATION
The Directors consider that (1) the Proposed Refreshment; (2) the grant of the Issue Mandate; (3) the grant of the Repurchase Mandate; (4) the extension of the Issue Mandate by the addition of the number of Shares repurchased pursuant to the Repurchase Mandate; and (5) the re-election of the retiring Directors are in the interests of the Group and the Shareholders as a whole and accordingly recommend all the Shareholders to vote in favour of the relevant resolutions to be proposed at the Haier Electronics Group Co., Ltd.
Yang Mian Mian
APPENDIX I
EXPLANATORY STATEMENT ON THE
REPURCHASE MANDATE
This Appendix serves as an explanatory statement as required under the Listing Rules, to provide the requisition information to you for consideration of the Repurchase Mandate. SHARE CAPITAL
As at the Latest Practicable Date, the Company had 2,036,673,905 Shares in issue or an issued share capital of HK$203,667,390.50. As at the Latest Practicable Date, there were 109,610,000 outstanding Share Options under the Share Option Scheme and 290,000,000 outstanding unlisted Subject to the passing of the proposed ordinary resolution approving the Repurchase Mandate and on the basis that no outstanding Share Options and unlisted warrants are exercised and no further Shares are issued, allotted or repurchased by the Company prior to the AGM, the exercise of the Repurchase Mandate in full would result in up to a maximum of 203,667,390 Shares, representing approximately 10% of the total number of Shares in issue and a share capital of HK$20,366,739, being repurchased by the Company during the period ending on the earlier of (1) the conclusion of the next annual general meeting of the Company; or (2) the date by which the next annual general meeting of the Company is required to be held by law; or (3) the date upon which the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of REASONS FOR SHARES REPURCHASES
Although the Directors have no present intention of exercising the Repurchase Mandate, they believe that the flexibility offered by the Repurchase Mandate would be beneficial to the Company and the Shareholders. At any time in the future when the Shares are trading at a discount to their underlying value, the ability of the Company to repurchase the Shares will be beneficial to the Shareholders who retain their investment in the Company as their proportionate interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company from time to time and thereby resulting in an increase in net asset and/or earnings per Share. Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
APPENDIX I
EXPLANATORY STATEMENT ON THE
REPURCHASE MANDATE
FUNDING OF SHARES REPURCHASES
The Directors propose that the repurchase of Shares under the Repurchase Mandate would be financed by the Company’s internal resources.
In repurchasing the Shares, the Company may only apply funds legally available for such purposes in accordance with the Bye-laws and the applicable laws of Bermuda. The laws of Bermuda provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or the funds of the company that would otherwise be available for distribution by way of dividend or distribution or the proceeds of a new issue of the shares made for the purpose of the redemption. It is envisaged that the funds required for any repurchase of the Shares would be derived from the capital paid up on the Shares being repurchased and from the distributable profits of the Company.
The exercise of the Repurchase Mandate in full will not have a material adverse impact on the working capital or the gearing level of the Company (as compared with the position disclosed in its latest published audited accounts as at 31 December 2009).
SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows: Price per Share (Note)
APPENDIX I
EXPLANATORY STATEMENT ON THE
REPURCHASE MANDATE
UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable To the best of their knowledge having made all reasonable enquiries, none of the Directors or any of their respective associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.
No connected persons of the Company have notified the Company that they have a present intention to sell any Shares to the Company nor have undertaken not to sell any of the Shares held by them to the Company in the event that the Repurchase Mandate is approved by the Shareholders.
TAKEOVERS CODE
If, as a result of shares repurchase made by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code. Accordingly, the Shareholder, or a group of the Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the Shareholders’ interests, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, the substantial Shareholders, together with their respective associates, were interested in an aggregate of 1,376,392,592 Shares, representing approximately 67.58% of the issued share capital of the Company (and 75.09% of the issued share capital of the Company if the Repurchase Mandate is exercised in full). To the best of their knowledge and belief, the Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchase made under the Repurchase Mandate.
Assuming that there is no further issue of the Shares between the Latest Practicable Date and the date of repurchase of the Shares made by the Company, the exercise of the Repurchase Mandate in full will result in the number of the Shares held by the public falling below 25% as required by Rule 8.08 of the Listing Rules. The Directors have no intention to exercise the Repurchase Mandate to an extent as may result in a public shareholding falling below such prescribed percentage.
SHARES REPURCHASES MADE BY THE COMPANY
The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.
APPENDIX II
BIOGRAPHICAL DETAILS OF THE RETIRING
DIRECTORS PROPOSED FOR RE-ELECTION
The biographical details of the Directors proposed to be re-elected at the AGM are as Mr. Zhou Yun Jie, aged 43, has served as an Executive Director of the Company since 12
November 2009. He is also a member of the remuneration committee and nomination committee of the Company since 19 April 2010. Mr. Zhou graduated from the Huazhong University of Science and Technology, the PRC with a Bachelor’s degree in Engineering in 1988. He has a Master’s degree in corporate management from the Ocean University of China, the PRC and has completed his Doctoral courses with a diploma in Management from the Xian Jiaotong University, the PRC. He joined the Haier Group in 1988 and has over 20 years of experience in the sales management and enterprise management. Currently, he is the General Manager of the Company and is a director of the Group’s subsidiaries including Haier Electronics Sales (HK) Company Limited, Goodaymart (Shanghai) Trading Company Limited, Haier Electronics Sales (Hefei) Company Limited and Chongqing New Goodaymart Appliances Sales Co., Ltd. He is also a Senior Vice President and the Chief Marketing Officer of Haier Group, and a director of Fisher & Paykel Appliances Holdings Limited (a company listed in Australian Securities Exchange and New Zealand Exchange), an associated company of Haier Group. Save as disclosed above, Mr. Zhou did not hold any other major appointments or qualifications and had not held any position or directorship in any other listed companies during the last three years preceding the Latest Practicable Date.
The appointment of Mr. Zhou is not of a fixed term but he will be subject to retirement by rotation at the annual general meetings of the Company in accordance with the Bye-laws. The annual remuneration of Mr. Zhou payable by the Company will be RMB500,000 per year plus discretionary bonus, which was determined by the remuneration committee of the Company with reference to his qualifications, experience and responsibilities towards the Company.
As at the Latest Practicable Date, Mr. Zhou was a holder of 7,900,000 Share Options to subscribe for 7,900,000 Shares. He was also a holder of 49,149 shares of Qingdao Haier Co., Ltd. (600690.SH), the holding company of the Company. Save as disclosed above, as at the Latest Practicable Date, Mr. Zhou did not have any interests in the Shares within Part XV of the SFO nor have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.
Mr. Li Hua Gang, aged 40, has been appointed as an Executive Director with effect from 19 April
2010. Mr. Li, graduated from the Huazhong University of Science and Technology, the PRC in 1991 with a bachelor degree in economics. He joined the Haier Group in 1991 and has since held a number of senior positions in the sales and marketing functions with his expertise in the sales management in the 3rd tier and 4th tier markets of the PRC. He has served as the Chief Operation Officer of the Company since 12 November 2009 and is currently a director of the Group’s subsidiaries including Haier Electronics Sales (HK) Company Limited, Goodaymart (Shanghai) Trading Company Limited, Haier Electronics Sales (Hefei) Company Limited and Chongqing New Goodaymart Appliances Sales APPENDIX II
BIOGRAPHICAL DETAILS OF THE RETIRING
DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Li has entered into a service contract with the Company in respect of his appointment as an Executive Director with effect from 19 April 2010. He will have no fixed term of service with the Company but will be subject to retirement by rotation and re-election at general meetings in accordance with the Bye-laws. The annual remuneration of Mr. Li payable by the Company will be RMB320,000 per year plus discretionary bonus, which was determined by the remuneration committee of the Company with reference to his qualifications, experience and responsibilities towards the Company. Save as disclosed above, Mr. Li did not have any relationship with any Director, senior management, substantial shareholders, or controlling shareholders of the Company as at the Latest Practicable Date. Save as disclosed above, Mr. Li did not hold any other major appointments or qualifications and had not held any position or directorship in any other listed companies during the last three years preceding the Latest Practicable Date.
As at the Latest Practicable Date, Mr. Li was a holder of 2,300,000 Share Options to subscribe for 2,300,000 Shares. He was also a holder of 46,000 shares of Qingdao Haier Co., Ltd. (600690.SH), the holding company of the Company. Save as disclosed above, Mr. Li did not have any interests in the Shares within Part XV of the SFO as at the Latest Practicable Date.
Mr. Sun Jing Yan, aged 39, has served as an Executive Director of the Company since March
2007. Mr. Sun has been the General Manager of the Haier Group’s Electrothermal Product Division since 2005 and is mainly responsible for the operation of the Group’s water heater business. Mr. Sun graduated from Shangdong Institute of Light Industry, the PRC in 1993 with a Bachelor of Engineering in Machine Design and Manufacture. He joined the Haier Group in 1993 and has since held a number of senior positions in the Electrothermal Appliance Department of the Haier Group. Mr. Sun is also a director of the Group’s subsidiaries, including Haier Electrical Appliances Fourth Holdings (BVI) Limited, Haier Water Heaters Holdings (BVI) Limited, Qingdao Economy and Technology Development Zone Haier Water Heater Co., Ltd., Wuhan Haier Water Heater Co., Ltd., Chongqing Haier Water Heater Co., Ltd., Goodaymart (Shanghai) Trading Company Limited, Haier Electronics Sales (Hefei) Company Limited and Chongqing New Goodaymart Appliances Sales Co., Ltd. He has over 16 years of extensive experience in water heater business. Save as disclosed above, Mr. Sun did not hold any other major appointments or qualifications and had not held any position or directorship in any other listed companies during the last three years preceding the Latest Practicable Date.
The appointment of Mr. Sun is not of a fixed term but he will be subject to retirement by rotation at the annual general meetings of the Company in accordance with the Bye-laws. The annual remuneration of Mr. Sun payable by the Company will be RMB320,000 per year plus discretionary bonus, which was determined by the Board with reference to his qualifications, experience and responsibilities towards the Company. As at the Latest Practicable Date, Mr. Sun was a holder of 2,300,000 Share Options to subscribe for 2,300,000 Shares. Save as disclosed above, as at the Latest Practicable Date, Mr. Sun did not have any interests in the Shares within Part XV of the SFO nor have any relationship with any Directors, senior management or substantial or controlling shareholders of APPENDIX II
BIOGRAPHICAL DETAILS OF THE RETIRING
DIRECTORS PROPOSED FOR RE-ELECTION
Mr. Wu Yinong, aged 47, has served as an Independent Non-executive Director of the Company
since January 2005 and is a member of the audit committee, remuneration committee and nomination committee of the Company. Mr. Wu graduated from Portland State University in the United States of America with a Master’s degree in Business Administration in 1994. He is currently Deputy General Manager of China Merchants Securities (Hong Kong) Co., Limited and the Head of Investment Banking Department. He has been in the investment banking industry for more than 10 years. Save as disclosed above, Mr. Wu did not hold any other major appointments or qualifications and had not held any position or directorship in any other listed companies during the last three years preceding the Latest Practicable Date.
The appointment of Mr. Wu is not of a fixed term but he will be subject to retirement by rotation at the annual general meetings of the Company in accordance with the Bye-laws. Mr. Wu is entitled to a director’s fee of HK$23,000 per month which was fixed by the Board with reference to the prevailing market conditions and his duties and responsibilities with the Company. As at the Latest Practicable Date, Mr. Wu did not have any interests in the Shares within Part XV of the SFO nor have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.
Mr. Yu Hon To, David, aged 62, has served as an Independent Non-executive Director of
the Company since 21 June 2007 and is a member of the audit committee, remuneration committee and nomination committee of the Company. Mr. Yu is a fellow member of the Institute of Chartered Accountants in England and Wales and an associate member of the Hong Kong Institute of Certified Public Accountants. He was formerly a partner of an international accounting firm with extensive experience in corporate finance. Mr. Yu is a founder and director of MCL Capital Limited, which specializes in direct investment and financial advisory activities. Currently, he is also an independent non-executive director of TeleEye Holdings Limited (a company listed on Growth Enterprises Market of the Stock Exchange; stock code: 8051) as well as the following companies listed on the Main Board of the Stock Exchange: Great China Holdings Limited (stock code: 141), Hong Kong Energy (Holdings) Limited (stock code: 987), Media Chinese International Limited (which is also listed in Malaysia; Hong Kong stock code: 685, Malaysia stock code: 5090), One Media Group Limited (stock code: 426), Playmates Holdings Limited (stock code: 635), Synergis Holdings Limited (stock code: 2340) and VXL Capital Limited (stock code: 727). He was a former independent non-executive director of Cinda International Holdings Limited (previously known as Hantec Investment Holdings Limited) (stock code: 111) and Shun Cheong Holdings Limited (stock code 650), which are listed on the Stock Exchange, in the last three years. He was also an independent director of BALtrans Holdings Limited, which was listed on the Main Board with stock code: 562, but was delisted in April 2008.
The appointment of Mr. Yu is not of a fixed term but he will be subject to retirement by rotation at the annual general meetings of the Company in accordance with the Bye-laws. Mr. Yu is entitled to a director’s fee of HK$23,000 per month which was fixed by the Board with reference to the prevailing market conditions and his duties and responsibilities with the Company. As at the Latest Practicable Date, Mr. Yu did not have any interests in the Shares within Part XV of the SFO nor have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.
As at the Latest Practicable Date, save as disclosed above, there was no information relating to the re-election of the above Directors that needed to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules and there was no matter that need to be brought to the attention of the Shareholders.
NOTICE OF AGM
HAIER ELECTRONICS GROUP CO., LTD.
(Incorporated in Bermuda with limited liability) NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of Haier
Electronics Group Co., Ltd. (the “Company”) will be held at Gloucester Room, 2/F, Mandarin Oriental, Hong Kong, 5 Connaught Road, Central, Hong Kong on Monday, 28 June 2010 at 10:00 a.m. for the AS ORDINARY BUSINESS:
To receive and consider the audited financial statements and the reports of the directors (the “Directors”) and auditors (the “Auditors”) of the Company for the year ended 31 To re-elect the retiring Directors and to authorise the board (the “Board”) of the Directors to determine the remuneration of the Directors.
To re-appoint the Auditors and to authorise the Board to determine the remuneration of AS SPECIAL BUSINESS, to consider and, if thought fit, to pass, with or without amendments,
the following Resolution nos. 4, 5, 6 and 7 as Ordinary Resolutions of the Company: ORDINARY RESOLUTIONS
4. “THAT subject to and conditional upon the listing sub-committee of The Stock Exchange
of Hong Kong Limited (the “Stock Exchange”) granting the listing of, and permission
to deal in, the shares of HK$0.10 each in the share capital of the Company to be issued pursuant to the exercise of share options which may be granted under the New Scheme Limit (as defined below) (the “Shares”), the refreshment of the existing limit in respect
of the granting of share options under the Company’s share option scheme adopted on 28 February 2002, up to 10 per cent of the number of the Shares in issue (the “New Scheme
Limit”) as at the date of passing of this Resolution be and is hereby approved and the
Directors be and are hereby authorised to do such acts and execute such documents to effect the New Scheme Limit and to exercise all powers of the Company to allot, issue and deal with the Shares to be issued pursuant to the exercise of such options.” NOTICE OF AGM
5. “THAT:
subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued Shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”) be and is hereby generally and unconditionally
the approval in paragraph (a) above shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase the Shares at a price determined by the Directors; the aggregate nominal amount of the Shares which are authorised to be repurchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution, and the said approval shall be for the purpose of this Resolution, “Relevant Period” means the period from the date of passing of this Resolution until whichever is the earliest of: the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company (the “Bye-laws”)
(iii) the date upon which the authority set out in this Resolution is revoked or varied by way of an ordinary resolution of the shareholders of the Company NOTICE OF AGM
6. “THAT:
subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue, grant, distribute and deal with additional Shares and to make, issue or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares) and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved; the approval in paragraph (a) above shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to make, issue or grant offers, agreements, options (including bonds, warrants and debentures convertible into Shares) and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period (as hereinafter the aggregate nominal amount of share capital allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, a conversion or otherwise) by the Directors pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) any option scheme or similar arrangement of the Company for the granting or issuance of Shares or rights to acquire Shares; or (iii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares; or (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Bye-laws from time to time, shall not exceed 20 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this Resolution, and the said approval shall be limited accordingly; and “Relevant Period” shall have same meaning as that ascribed to it under the Resolution no.5 above; and “Right Issue” means an offer of Shares open for a period fixed by the Directors to the holders of Shares on the register on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).” NOTICE OF AGM
7. “THAT conditional upon the passing of the Resolutions nos.5 and 6 above, the general
mandate granted to the Directors to allot, issue, grant, distribute and deal with additional Shares pursuant to the Resolution no.6 above be and is hereby extended by the addition thereof of an amount representing the aggregate nominal amount of share capital of the Company repurchased by the Company under the authority granted pursuant to the Resolution no.5 above, provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of HAIER ELECTRONICS GROUP CO., LTD.
Yang Mian Mian
A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and to vote in his stead. A proxy need not be a shareholder of the Company.
In case of the joint registered holders of any Shares, any one of such persons may vote at any meeting, either in person or by proxy; but if more than one of such joint holders be present at any meeting in person or by proxy, the said person whose name stands first on the Register of Members of the Company shall alone be entitled to vote in respect thereof.
To be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting.
With respect to the Resolution no.2 as set out in this notice, Mr. Zhou Yun Jie, Mr. Li Hua Gang, Mr. Sun Jing Yan, Mr. Wu Yinong and Mr. Yu Hon To, David will retire upon the conclusion of the Meeting and, being eligible, will offer themselves for re-election at the Meeting. The profiles of the above Directors have been set out in a circular (the “Circular”) of the Company dated 26 May 2010 containing details of the Meeting.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the Meeting shall be voted by poll.
As at the date of this notice, the executive directors of the Company are Ms. Yang Mian Mian (Chairman), Mr. Zhou Yun Jie, Mr. Li Hua Gang and Mr. Sun Jing Yan; the non-executive directors of the Company are Mr. Wu Ke Song (Deputy Chairman) and Mr. Liang Hai Shan; the independent non-executive directors of the Company are Mr. Wu Yinong, Mr. Yu Hon To, David and Dr. Liu Xiao

Source: http://www.haier.net/en/investor_relations/1169/circulars/201109/P020110909543404310917.pdf