Haier Smart Home Co.,Ltd.
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.
/ Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
Announcement pursuant to Section 50 para. 1 no. 2 German Securities Trading Act (WpHG) Announcement of Haier Smart Home Co., Ltd. on the Transfer of 54.50% Equity and the Related Party Transaction of Haier COSMOPlat IOT Ecosystem Technology Co., Ltd. Haier Smart Home intends to transfer to Qingdao Haier Ecological Investment Co., Ltd. (hereinafter referred to as ‘Haier Ecological Investment’) 54.50% equity held by it in Haier COSMOPlat IOT Ecosystem Technology Co., Ltd. (hereinafter referred to as ‘COSMOPlat’) (corresponding to a registered capital of RMB 749,733,359) (hereinafter referred to as ‘this Transaction’). Haier Ecological Investment is a majority-owned subsidiary of Haier Group Corporation (hereinafter referred to as ‘Haier Group’), which is also major shareholder and de facto controller of the Company as well. According to the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange (amended in April 2019) (hereinafter referred to as the ‘Listing Rules’) and Guidelines of Shanghai Stock Exchange for the Implementation of Related Party Transactions of Listed Companies (hereinafter referred to as ‘Guidelines for the Implementation of Related Party Transactions’), Haier Ecological Investment is a related party of the Company and this Transaction constitutes a related party transaction (hereinafter referred to as ‘this Related Party Transaction’). This Related Party Transaction has been deliberated and approved by the Company at the ninth meeting of the tenth session of the Board of Directors held on July 29 2020, and is still subject to deliberation at the general meeting of shareholders. Within 12 months before the date of disclosure of this announcement, the Company had a total of 9 new non-routine related party transactions with Haier Group and its subsidiaries, involving a cumulative amount of RMB 456.4177 million. To focus on the main business of smart home, divest non-core business, optimize resource allocation, and save non-core capital expenditure, the Company intends to transfer to Haier Ecological Investment 54.50% equity held it in COSMOPlat (corresponding to a registered capital of RMB 749,733,359) (hereinafter referred to as ‘Asset for Sale’ or ‘Underlying Asset’). After the completion of this transaction, Haier Ecological Investment will hold 54.50% equity of COSMOPlat (corresponding to a registered capital of RMB749,733,359); the Company will still directly hold 10.74% equity of COSMOPlat and indirectly hold 8.01% equity of COSMOPlat through its majority-owned subsidiary, with a total of 18.75% equity of COSMOPlat. COSMOPlat will not be included in the Company’s combined statements. In this Transaction, Chungrui Worldunion Assets Appraisal Group Co., Ltd. (hereinafter referred to as ‘Chungrui Worldunion’ or ‘the Assessment Agency’), which is qualified for carrying out businesses related to securities and futures, was engaged to assess the market value of COSMOPlat with May 31, 2020 as the assessment base date and produced the Asset Assessment Report on the Value of Total Equity of Shareholders of Haier COSMOPlat IOT Ecosystem Technology Co., Ltd. Involved in the Proposed Equity Transfer of Haier COSMOPlat IOT Ecosystem Technology Co., Ltd. (Zhong Rui Ping Bao Zi [2020] No. 000585) (hereinafter referred to as the ‘Assessment Report’). According to the aforementioned Assessment Report, the assessed value of the total equity of shareholders of COSMOPlat is RMB 7,239.0000 million. In the conclusion of assessment on COSMOPlat, Chungrui Worldunion did not take into account the impact of capital increase from A+ round of capital infusion of COSMOPlat. According to this transaction arrangement, the transaction price of Asset for Sale (i.e. 54.50% equity of COSMOPlat, corresponding to a registered capital of RMB 749,733,359) takes into account the impact of RMB 0.2 billion capital increase from A+ round of capital infusion after the assessment base date, on the basis of the overall assessed value of RMB 7,239.0000 million of COSMOPlat. Upon negotiation, the two parties to the transaction agreed to give a certain premium and determined that the transaction price of the Asset for Sale (i.e. 54.50% equity of COSMOPlat, corresponding to a registered capital of RMB 749,733,359) was RMB 4,060 million. To carry out this Transaction in an orderly manner, the Board of the Company intends to request the general meeting of shareholders to authorize the chairman of the Company and his authorized persons to handle all matters related to this Transaction. Haier Smart Home and Haier Ecological Investment planed to sign the Equity Transfer Agreement between Haier Smart Home Co., Ltd. and Qingdao Haier Ecological Investment Co., Ltd. (hereinafter referred to as ‘Equity Transfer Agreement’) for this transaction. This Transaction is beneficial for Haier Smart Home to focus on the core business and promote the implementation of the IoT smart home ecological brand strategy and to reduce future capital investment in non-core business and avoid the risk of short-term fluctuations in performance. This Transaction is also conducive to the full achievement of COSMOPlat’s long-term development potential, Haier Smart Home, still directly and indirectly holding 18.75% of COSMOPlat, may continue to share the valuation improvement brought by the independent development of COSMOPlat while avoiding the impact of COSMOPlat’s performance fluctuations. This Related Party Transaction complies with the Company’s development strategy objectives, does not affect the main business of the listed company, i.e. smart home and its core capabilities, including the building of inter-connected factories and the development of smart manufacturing. The operating income of COSMOPlat (deducting the offsetting part of consolidation) accounted for approximately 7% of the operating income of the company in 2019, and its net profit attributable to the owners of the parent company accounted for approximately 3% of net profit of the company attributable to shareholders. Upon preliminary calculation, it is expected that the disposal of controlling interests in COSMOPlat will translate into an investment income of approximately RMB 2.3 billion and the increased net profit attributable to shareholders of the company of approximately RMB 1.6 billion. The Company will confirm the gains from the disposal of controlling interests in COSMOPlat on the settlement date, and the amount of the listed company’s results affected will be determined based on the audit and assessment of relevant assets on the settlement date. Further details on this Transaction such as profile of related parties, basic information on the objects of related party transactions, assessment and pricing, main contents and performance, purpose and impact, deliberation procedure, historical related party transactions requiring special explanation, opinions of independent financial consultant and reference documents will be found under the Company’s website https://smart-home.haier.com/en/gsgg/P020200730068144020397.pdf. Board of Directors
29.07.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
Language: | English |
Company: | Haier Smart Home Co.,Ltd. |
Haier Industrial Park, Laoshan District | |
266101 Qingdao | |
China | |
Internet: | www.haier.net |
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