DGAP-News: Announcement on Results of Redemption of 'Haier Convertible Bonds' and Changes in Total Share Capital

Announcement on Results of Redemption of "Haier Convertible Bonds" and Changes in Total Share Capital

Qingdao / Shanghai / Frankfurt, 17 December 2019 - 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 Results of Redemption of Convertible Bonds and Changes in Total Share Capital.

- Number of bonds redeemed: RMB9,119,000 (91,190 bonds)

- Redemption record date: 16 December 2019

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

- Redemption payment date: 17 December 2019

- Delisting date: 17 December 2019
 

I. Announcements on the Redemption of the Convertible Bonds

(I) Redemption conditions
Given that the closing price of A Shares of Haier Smart Home Co., Ltd. is no less than 120% of the prevailing conversion price (RMB14.20 each) 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 latest 30 consecutive trading days, the redemption terms of convertible 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").

(II) Procedure performance
On 21 November 2019, the Proposal on Exercising Redemption Right 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. For details, please refer to the Announcement on Full Redemption and Delisting of Haier Convertible Bonds of Haier Smart Home Co., Ltd. issued by the Company on 29 November 2019. The Company issued three indicative announcements on redemption of Haier Convertible Bonds on 2 December, 4 December and 5 December 2019 respectively, which included the following information:

1. Redemption record date and target of redemption

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.

2. Redemption price

According to the early redemption clauses stated in the Prospectus, the Redemption Price is par value of the convertible bonds plus the accrued interest for the current period, namely RMB100.199 per bond.

Formula for calculation of the current accrued interest is: IA =B×i×t/365

IA: Accrued interest for the current period;

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).

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).
Accrued interest for the current period:
IA =B×i×t/365=100×0.20%×364/365=RMB0.20
Redemption price=Par value+ Accrued interest for the current period =100+0.199=RMB100.20 per bond

3. Redemption payment date: 17 December 2019

II. Redemption Results and Impact of the Redemption of the Convertible Bonds on the Company

(I) Balance of Redemption
As at the Redemption Record Date (16 December 2019), the balance of Haier Convertible Bonds after trading hours of the Shanghai Stock Exchange was RMB9,119,000, representing 0.30% of the total amount of issued Haier convertible bonds (RMB3,007.49 million) of the Company.

(II) Information on conversion into shares
As of the Redemption Record Date (16 December 2019), a total of "Haier Convertible Bonds" amounting to RMB2,998,366,000 have been converted to shares of the Company after trading hours of the Shanghai Stock Exchange, representing 99.70% of the total number of the issuance of "Haier Convertible Bonds"; the total number of converted stock is 211,149,927 shares, representing 3.32% of the total number of issued shares of the Company before the conversion of "Haier Convertible Bonds", during the period from 29 November 2019 to 16 December 2019, the total number of converted stock is 164,663,528 shares, the change of shares resulted from the conversion during such period is set out below:

Unit：shares

Class of Shares Before conversion
(29 November 2019) Converted Convertible Bonds After conversion
(16 December 2019) Non-restricted tradable shares 6,414,903,099 164,663,528 6,579,566,627 Including:       A shares 6,143,889,126 164,663,528 6,308,552,654 Overseas issued foreign invested shares
(D shares) 271,013,973 0 271,013,973 Total share capital 6,414,903,099 164,663,528 6,579,566,627

(III) Cease of Trading and Conversion of Convertible Bonds
Since 17 December 2019, the trading and conversion of the Haier Convertible Bonds have ceased to be traded, and all outstanding Haier Convertible Bonds with a value of RMB9,119,000 (91,190 bonds) have been frozen.

(IV) Total amount of redemption payment
According to the data provided by the CSDCCL Shanghai Branch, the information on the redemption is as follows:
Number of bonds redeemed: RMB9,119,000 (91,190 bonds)
Total amount of redemption payment: RMB9,119,000 (RMB9,137,238 including interest)
Redemption payment date: 17 December 2019

(V) Impact of the redemption on the Company
The Company redeemed a total amount of RMB9,119,000 (91,190 bonds) of Convertible Bonds, representing 0.30% of the total issued value (RMB3,007.49 million) of the Convertible Bonds issued by the Company. The current redemption does not affect the cash flow of the Company.

Upon the completion of the conversion of Haier Convertible Bonds, the total number of shares of the Company has been increased to 6,579,566,627. It also increased the self-owned capital of the Company, and made the balance sheet structure more stable. Due to the increase of share capital, the earnings per share of the Company have been diluted accordingly in a short term.

III. Matters Subsequent to the Redemption of the Convertible Bonds
Haier Convertible Bonds (bond code: 110049) and the Haier Converted Stocks (stock code: 190049) will be delisted from the Shanghai Stock Exchange with effect from 17 December 2019.

About Haier Smart Home Co., Ltd.:
Haier is one of the world's leading manufacturers of household appliances with a focus on smart home solutions and customized mass production. Haier Smart Home Co., Ltd. develops, produces and distributes a wide range of household appliances. These include refrigerators, freezers, washing machines, air conditioners, water heaters, kitchen appliances as well as smaller household appliances and an extensive range of intelligent household appliances. The Company distributes its products through leading household brands such as Haier, Casarte, Leader, Candy, GE Appliances, AQUA and Fisher & Paykel. Haier Smart Home Co., Ltd. has developed three platforms - the cloud-based platform U+ Smart Life, which offers customers integrated smart home solutions, the smart manufacturing platform COSMOPlat, which enables customized mass production, and the online platform Shunguang, which facilitates the integration of Haier's online, offline and micro-store businesses and supports user interaction to further optimize the user experience.

IR contact:
Yao Sun (Sophie) - Haier Smart Home Germany
T: +49 6172 9454 143
F: +49 6172 9454 42143
M: +49 160 9469 3601
Email: y.sun@haier.de