Haier Smart Home has released a fully amended Articles of Association (effective June 2026) that reshapes its corporate governance framework, refines capital‐management tools and embeds an explicit profit-distribution commitment.
Key Share Capital & Structure • Registered capital: RMB 9.38 billion. • Ordinary shares outstanding: 9.38 billion, comprising 6.25 billion domestic shares (66.68%), 2.85 billion H-shares (30.43%) and 271.01 million D-shares (2.89%). • Par value: RMB 1 per share.
Enhanced Board Configuration • Board size set at 8–13 directors; independent directors must represent at least one-third (minimum three). • Audit Committee is mandated to assume all statutory supervisory duties in lieu of a separate board of supervisors, and its members must be non-executive directors with an independent majority. • New Environmental, Social & Governance Committee is added alongside Strategy, Nomination and Remuneration & Evaluation Committees. • Cumulative voting becomes compulsory when the controlling shareholder (alone or with concert parties) holds ≥ 30 % of the Company’s equity in elections of non-independent directors.
Clearer Shareholder Rights & Meeting Rules • Shareholders holding ≥ 10 % of voting shares for 90 consecutive days can convene an extraordinary general meeting if the Board fails to do so. • Small and medium investors’ votes must be tallied and disclosed separately on material matters. • Remote voting must be available and remain open from the afternoon preceding the on-site meeting until 15:00 on meeting day.
Capital Management Toolkit • Share buybacks permitted for employee incentives, convertible-bond conversion, value maintenance and other six specific scenarios, with an aggregate cap of 10 % of total shares. • Convertible bonds and other securities issuance, major M&A or asset deals, financing assistance and guarantees are categorised with quantitative thresholds that determine whether Board or shareholder approval is required.
Dividend & Reserve Policy • Annual cash dividend payout target set “in principle” at no less than 20 % of distributable profit, with a floor of 15 %. • Interim cash dividends can be proposed by the Board subject to profit conditions; consecutive three-year omission of cash payouts bars the Company from public share or convertible-bond issuance. • Upon conversion of statutory reserves to capital, the balance must remain at or above 25 % of registered capital.
Internal Control & Audit • An internal-audit system reporting directly to the Audit Committee is formalised; the committee also reviews financial reports, appoints/dismisses the chief financial officer and nominates the external auditor. • The Company may purchase directors’ and officers’ liability insurance, excluding coverage for breaches of law.
Liquidation & Bankruptcy Procedures • Detailed steps for dissolution, liquidation and bankruptcy are codified, including creditor-notification timelines and committee responsibilities. • Remaining assets after debt settlement are distributed pro-rata to shareholders.
Miscellaneous Provisions • Profit distribution, share buybacks and other capital actions require disclosure on the Shanghai Stock Exchange, Frankfurt Stock Exchange and Hong Kong Stock Exchange, with English translations provided to the latter. • The Articles specify that any future statutory changes overriding current clauses will automatically govern, ensuring ongoing regulatory alignment.
The 2026 Articles of Association replace all previous versions and take effect immediately following shareholder approval and regulatory filing.
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