HAIER SMART HOME CO., LTD.* 海爾智家股份有限公司 (A Joint Stock Company Incorporated in the People’S Republic of China with Limited Liability)
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. This Announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of HSH or HEG, nor is it an invitation or offer to or a solicitation of any offer to acquire, purchase or subscribe for securities of HSH or HEG in any jurisdiction in which such invitation, offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This Announcement is not for release, publication or distribution in or into any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. HAIER SMART HOME CO., LTD.* 海爾智家股份有限公司 (A joint stock company incorporated in the People’s Republic of China with limited liability) PRE-CONDITIONAL PROPOSAL FOR PRIVATISATION OF HAIER ELECTRONICS GROUP CO., LTD. (“HEG”) BY HAIER SMART HOME CO., LTD. (“HSH”) BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 99 OF THE COMPANIES ACT ANNOUNCEMENTS PUBLISHED ON THE SHANGHAI STOCK EXCHANGE Reference is made to the joint announcement issued by HSH and HEG on 31 July 2020 regarding the Privatisation Proposal pursuant to Rule 3.5 of the Takeovers Code (the “Joint Announcement”). Unless otherwise defined, capitalised terms used in this announcement have the same meanings as defined in the Joint Announcement. HSH is a joint stock company incorporated in the PRC with limited liability, whose A shares are listed on the Shanghai Stock Exchange (stock code: 600690) and whose D shares are listed on the China Europe International Exchange AG D-Share Market on the Frankfurt Stock Exchange (stock code: 690D). In compliance with the Measures for the Administration of the Material Asset Restructurings of Listed Companies (2020 Amendment) promulgated by the CSRC and other PRC rules and regulations relating to the material asset restructuring of HSH, HSH published on the Shanghai Stock Exchange on 31 July 2020: (i) a valuation assessment report published by Zheshang Securities Co., Ltd. (浙商證券股份有限公司) on the material asset acquisition by HSH (the “Zheshang Securities Opinion”); (ii) a material asset acquisition report (the “MAA Report”) and (iii) other relevant information relating to the material asset acquisition by HSH pursuant to the abovementioned rules and regulations (the “Other Information”). The original Chinese versions and the English translations of the full text of the Zheshang Securities Opinion and an extract of the relevant parts of the MAA Report and Other Information containing material information with Takeovers Code implications are attached to this announcement in Appendices I, II and III respectively. The full text of the Zheshang Securities Opinion, the MAA Report and the Other Information are published in Chinese on the website of the Shanghai Stock Exchange (www.sse.com.cn). 1 Shareholders and potential investors of HSH and HEG are advised to refer to the announcements and other documents published by HSH and/or HEG on the website of the Stock Exchange for information regarding the Privatisation Proposal. WARNING: Shareholders and potential investors of HSH and HEG should be aware that the making of the Privatisation Proposal is subject to the satisfaction of the Pre-Conditions. Even if the Privatisation Proposal is made, the implementation of the Privatisation Proposal (including the effectiveness of the Scheme), is subject to the satisfaction or waiver (as applicable) of the Conditions, and therefore the Privatisation Proposal may or may not be implemented and the Scheme may or may not become effective. Shareholders and potential investors of HSH and HEG should therefore exercise caution when dealing in the securities of HSH and HEG. Persons who are in doubt as to the action they should take should consult their stockbrokers, bank managers, solicitors or other professional advisers. By order of the Board of Directors Haier Smart Home Co., Ltd.* Liang Haishan Chairman 31 July 2020 As of the date of this announcement, the directors of HSH are Liang Haishan, Tan Lixia, Wu Changqi, Li Hua Gang, Yan Andrew Y, Lin Sui Martin, Chien Da-Chun, Dai Deming and Wong Hak Kun. The directors of HSH jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading. * For identification purposes only 2 APPENDIX I ZHESHANG SECURITIES OPINION (English translation version) Valuation Assessment Report by Zheshang Securities Co., Ltd. on the Material Asset Acquisition of Haier Smart Home Co., Ltd. Statement I. As the independent financial adviser and valuation institution for the privatisation of Haier Electronics Group Co., Ltd. (“HEG”) by issuing of H shares and through the scheme of arrangement by Haier Smart Home Co., Ltd. (hereinafter referred to as “HSH” or the “Company”), Zheshang Securities Co., Ltd. (hereinafter referred to as “Zheshang Securities”) has complied with the PRC laws and regulations, and followed the principles of independence, objectivity and fairness during the assessment process. According to the information obtained by Zheshang Securities in the assessment process, the contents stated in this report are objective. II. This report is issued in line with the requirements of the relevant regulations and normative documents related to major assets restructuring of listed companies such as the Measures for the Administration of the Material Asset Restructurings of Listed Companies and the Guidelines No. 26 for Contents and Formats of Information Disclosure by Companies Offering Securities to the Public — Material Asset Restructuring of Listed Companies (2018 Revision) for the A share investors’ reference. This report does not constitute a proposal, recommendation or compensation to any third party. III. Since the analysis, judgments and conclusions in this report are limited by the assumptions and limitations of the report, users shall take into full account the assumptions and limitations specified in the report and their impact upon the conclusions. IV. With regard to the public information mentioned in the report, this report does not constitute any guarantee of its accuracy, completeness or appropriateness. V. This report does not provide a comprehensive analysis of the business, operations, and financial position of the target company or its subsidiaries or branches, nor does it express any opinion on the future development prospects in terms of financials, business operations or other aspects of the target. VI. During the preparation of this report, no investment objectives, financial position, tax position, risk preferences or individual circumstances of any particular investor were considered. Since different investors have different investment purposes and portfolios, they shall consult their respective stockbrokers, lawyers, accountants, tax advisers or other professional advisers on their investment portfolios in a timely manner, if specific suggestions are needed. VII. The opinions in this report are based solely on the analysis of the disclosed public financial information, with no other factors such as the business, law, tax and regulatory environment taken into account. This report also makes no valuation of the transaction value of the target company or share price of HEG after the completion or failure of the acquisition. The aforementioned factors are beyond the scope of investigation and responsibilities of this report. 3 VIII. There is currently no comparable company in the market that is entirely the same as the target company in the following aspects: market location, business composition, business scale, risk condition, asset scale, valuation method, accounting policy, historical performance, future expectations, market space, political risk, regulatory environment, etc. Investors should note that the comparative analysis with comparable companies can only be used as a schematic analysis of the potential value of the target company as of July 29 2020. IX. There are certain differences between the relevant comparable transactions and this transaction in the following aspects: business scope, profitability, strategic value and synergy of the target company, market positions of the two parties, industrial conditions upon occurrence of the transaction, political and regulatory environment, etc. Investors should note that there is no transaction that is completely comparable to this transaction in all aspects, and that the analysis of relevant comparable transactions is only for reference of the investors. X. Unless otherwise defined in this report, the abbreviations used in this report shall have the meanings stipulated in the Report on the Material Asset Acquisition and Related Transactions of Haier Smart Home Co., Ltd (Draft). Abstract For the reference of the board of directors