01 cover 36998-01d 0.2

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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 andexpressly 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.
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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., you should at oncehand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the (Incorporated in Bermuda with limited liability) PROPOSED APPOINTMENTS OF NON-EXECUTIVE DIRECTOR A letter from the Board (as defined in this circular) is set out on pages 2 to 4 of this circular.
A notice convening the SGM to be held at Jade I & II, Level 3, The Ritz-Carlton Hong Kong, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Tuesday, 28 May 2013 at 11 a.m. (or sosoon thereafter as the annual general meeting of the Company convened for the same place and day shall have been concluded or adjourned), is set out on pages 7 to 8 of this circular. A form of proxy for use at the SGM is also enclosed with this circular. Whether or not you intend to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than forty-eight (48)hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
— Biographical Details of Directors Proposed for Appointment . . . . . . . . . . . .
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts the omission of which would make any statement contained herein or this circular In this circular, the following expressions have the meanings set out below unless the context Haier Electronics Group Co., Ltd., a company incorporated in Bermuda with limited liability and the Shares of which are listedon the Main Board of the Stock Exchange has the meaning ascribed to it in the Listing Rules Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC 8 May 2013, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain informationcontained herein The Rules Governing the Listing of Securities on the StockExchange the People’s Republic of China and, for the purposes of thiscircular, excluding Hong Kong, the Macau Special AdministrativeRegion and Taiwan region the Securities and Futures Ordinance, Cap 571 of the Laws ofHong Kong a special general meeting of the Company to be convened for appointments of Dr. Wang Han Hua as a non-executive Directorand Mrs. Eva Cheng Li Kam Fun as an independent non-executive Director ordinary shares of HK$0.10 each in the capital of the Company has the same meaning ascribed to it in the Listing Rules 海 爾 電 器 集 團 有 限 公 司*(incorporated in the Bermuda with limited liability) PROPOSED APPOINTMENTS OF NON-EXECUTIVE DIRECTOR The purpose of this circular is to give you notice of the SGM to be held on Tuesday, 28 May 2013 and to provide you with information regarding the ordinary resolutions to be proposed at the SGM to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the SGM regarding the proposed appointments of Dr. Wang Han Hua as a non-executive Director and Mrs. Eva Cheng Li Kam Fun as an independent non-executive Director.
The Board proposes to appoint Dr. Wang Han Hua as a non-executive Director and Mrs. Eva Cheng Li Kam Fun as an independent non-executive Director with effect from 1 June 2013.
Reference is made to the announcement of the Company dated 25 April 2013 regarding the retirement of Mr. Wu Yinong as an independent non-executive Director with effect from conclusion of the 2013 annual general meeting of Shareholders to be held on 28 May 2013. Following the retirement of Mr. Wu Yinong, the number of independent non-executive Directors and the members of the audit committee will fall below the minimum number required under Rules 3.10(1) and 3.21 of the Listing Rules and the required composition of the nomination committee and remuneration committee will fall below the requirements under Rules 3.25 and code provision A.5.1 of Appendix 14 of the Listing Rules.
Subject to the Shareholders’ approval at the SGM, following the appointment of Mrs. Eva Cheng LiKam Fun as an independent non-executive Director, the Company will fulfil the requirements of minimum number of independent non-executive directors under Rules 3.10(1) and 3.10(A) of the Listing Rules. The Company will make further announcement regarding changes to the composition of the Company’s audit committee, remuneration committee and nomination committee in fulfillment of therequirements of the composition of the Company’s audit committee under Rule 3.21 of the ListingRules, the requirements of the composition of remuneration committee under Rule 3.25 of the Listing Rules and the composition of nomination committee under code provision A.5.1 as set out in Appendix The biographical details of Dr. Wang Han Hua and Mrs. Eva Cheng Li Kam Fun are set out in In order to ascertain the entitlements of the Shareholders to attend the SGM, the register of members of the Company will be closed from Monday, 27 May 2013 to Tuesday, 28 May 2013 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the SGM, all transfer documents accompanied by the relevant share certificates 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 no later than4: 30 p.m. on Friday, 24 May 2013.
The SGM will be held at Jade I & II, Level 3, The Ritz-Carlton Hong Kong, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Tuesday, 28 May 2013 at 11 a.m. (or so soon thereafter as the annual general meeting of the Company convened for the same place and day shall have been concluded or adjourned), for considering, and, if thought fit, approving the proposed appointments of Dr. Wang Han Hua as a non-executive Director and Mrs. Eva Cheng Li Kam Fun as an independent non-executive Director. A notice of the SGM is set out on pages 7 to 8 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM 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 registrarand transfer office in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s RoadEast, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the SGM or any adjourned meeting thereof should 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 SGM shall be voted by poll. An announcement on the poll results will be published by the Company on the date of the SGM in the manner as prescribed under Rule 13.39(5) of the Listing Rules.
The Board is of the view that the proposed appointments of Dr. Wang Han Hua as a non-executive Director and Mrs. Eva Cheng Li Kam Fun as an independent non-executive Director are in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM.
Your attention is drawn to the additional information set out in the appendix to this circular.
The following are the biographical details of the Directors proposed to be appointed at the SGM: Dr. Wang Han Hua, aged 49, obtained his Doctor of Philosophy degree from the University of Nebraska of the United States in 1994. He took position as the chief executive officer of Allyes Information Technology (Shanghai) Co. Ltd.* (好耶信息技術(上海)有限公司), an internet companyproviding full digital marketing solutions of data, technology and product to its customers, in December 2012. Prior to this, Dr. Wang had been the president of Amazon (China) Holding Company Limited from May 2005 until November 2012 and was responsible for the sale, marketing, cooperation and the construction of B2C E-commerce ecological chain of Amazon in China. Prior to joining Amazon (China) Holding Company Limited, Dr. Wang served a number of positions with Motorola Mobility Technologies (China) Company Limited Beijing branch company* (摩托羅拉移動技術(中國)有限公司北京分公司) between 1998 and 2005 including as marketing director, director of strategy and corporateplanning, vice president of the Asia Pacific region and general manager of the mobile telephone It is proposed that subject to the Shareholders’ approval at the SGM, Dr. Wang will not enter into any service agreement with the Company but will enter into an appointment letter with the Company pursuant to the latest Listing Rules, terms of which, among others, will have a term which continues until terminated by either party by serving to the other party a written notice of not less than three months notice but subject to retirement by rotation at the general meetings of the Company in accordance with the Bye-laws. Dr. Wang’s remuneration package will be determined with reference tohis qualification, experience, and duties and responsibilities towards the Group and prevailing market conditions. Subject to Shareholders’ approval of Dr. Wang’s appointment at the SGM, the Company willmake further announcement regarding the remuneration package of Dr. Wang.
Save as disclosed above, Dr. Wang does not hold any other major appointments or qualifications and have 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, Dr. Wang does not have any interests in any shares or underlying shares of the Company within the meaning of Part XV of the SFO nor does he have any relationship with any Director, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Dr.
Wang does not hold and has not held any position with the Company or other members of the Group.
Save as disclosed above, there is no information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules nor are there other matters relating to the proposed appointment of Dr. Wang as a non-executive Director that need to be brought to the attention of the Shareholders pursuant to Rule 13.51(2)(w) of the Listing Rules.
Mrs. Eva Cheng Li Kam Fun, aged 60, graduated from the University of Hong Kong with Bachelor of Arts (Hons) and Master of Business Administration degrees.
Mrs. Cheng began her career with Amway Hong Kong in 1977. In 2011, she retired from her positions as executive vice president of Amway Corporation and executive chairman of Amway China Co. Ltd. During her 34 years with Amway, Mrs. Cheng’s area of responsibilities covered markets in theGreater China and Southeast Asia regions.
Mrs. Cheng’s leadership was well recognized in the business community. She was twice named the ‘‘World’s 100 Most Powerful Women’’ by Forbes Magazine in 2008 and 2009. CNBC awarded Mrs.
Cheng with the ‘‘China Talent Management Award’’ in its 2007 China Business Leaders Awards.
Mrs. Cheng is currently an independent non-executive director of Esprit Holdings Limited and Trinity Limited, companies listed on the Main Board of the Stock Exchange, and Amway (Malaysia) Holdings Berhad, a company listed on the main market of Bursa Malaysia Securities Berhad. Mrs.
Cheng is also a director of Nestlé S.A. which is listed on the SIX Swiss Exchange. In the areas of public and community service, Mrs. Cheng is the founding/honorary chairman of the Amway Charity Foundation. In Mainland China, Mrs. Cheng is a member of the executive committee of the All-China Women’s Federation, executive director of the Spring Sprout Special Fund under the China NextGeneration Education Foundation and member of the Chinese People’s Political Consultative Conference— Guangdong Commission. In Hong Kong, Mrs. Cheng is honorary president of the All-ChinaWomen’s Federation Hong Kong Delegates Association, honorary president of the Hong KongFederation of Women, and permanent honorary committee member of The Chinese General Chamber of It is proposed that subject to the Shareholders’ approval at the SGM, Mrs. Cheng will not enter into any service agreement with the Company but will enter into an appointment letter with the Company pursuant to the latest Listing Rules, terms of which, among others, will have a term which continues until terminated by either party by serving to the other party a written notice of not less than three months notice but subject to retirement by rotation at the general meetings of the Company in accordance with the Bye-laws. Mrs. Cheng’s remuneration package will be determined with reference toher qualification, experience, and duties and responsibilities towards the Group and prevailing market conditions. Subject to Shareholders’ approval of Mrs. Cheng’s appointment at the SGM, the Companywill make further announcement regarding the remuneration package of Mrs. Cheng.
Save as disclosed above, Mrs. Cheng does not hold any other major appointments or qualifications and have 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, Mrs. Cheng does not have any interests in any shares or underlying shares of the Company within the meaning of Part XV of the SFO nor does she have any relationship with any Director, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company. As at the Latest Practicable Date, Mrs.
Cheng does not hold and has not held any position with the Company or other members of the Group.
Save as disclosed above, there is no information that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules nor are there other matters relating to the proposed appointment of Mrs. Cheng as an independent non-executive Director that need to be brought to the attention of the Shareholders pursuant to Rule 13.51(2)(w) of the Listing Rules.
海 爾 電 器 集 團 有 限 公 司*(incorporated in the Bermuda with limited liability) NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of Haier Electronics Group Co., Ltd., (the ‘‘Company’’) will be held at Jade I & II, Level 3, The Ritz-Carlton Hong Kong,International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong on Tuesday, 28 May 2013 at 11 a.m. (or so soon thereafter as the annual general meeting of the Company convened for the same place and day shall have been concluded or adjourned), for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company: To appoint Dr. Wang Han Hua as a non-executive director of the Company with effect from To appoint Mrs. Eva Cheng Li Kam Fun as an independent non-executive director of the Company with effect from 1 June 2013; and Each of Dr. Wang Han Hua and Mrs. Eva Cheng Li Kam Fun be is hereby approved to receive emolument for acting as a non-executive director of the Company and an independent non-executive director of the Company respectively each in such sum as determined by the board of directors of the Company with reference to their respective qualifications, experience, and duties and responsibilities towards the Company and its subsidiaries and In order to ascertain the entitlements of the Shareholders to attend the SGM, the register of members of the Company will be closed from Monday, 27 May 2013 to Tuesday, 28 May 2013 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the SGM, all transfer documents accompanied by the relevant share certificates 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 no later than 4:30 p.m.
on Friday, 24 May 2013.
Any shareholder of the Company entitled to attend and vote at the SGM is entitled to appoint another person as his/her proxy to attend and vote on his behalf in accordance with the bye-laws of the Company. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a A form of proxy for use at the SGM is enclosed. In order to be valid, the form of proxy 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 Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM or anyadjournment thereof.
Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the SGM, either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the SGM or any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the SGM or any adjournment thereof if he/she so desires. If a shareholder of the Company attends and votes at the SGM after having deposited the form of proxy, his/her form of proxy will be deemed to have been revoked.
Voting of the ordinary resolutions as set out in this notice will be 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 and Mr. Li Hua Gang; the non-executive directors of the Company are Mr. Liang Hai Shan and Ms. Janine Junyuan Feng; the independent non-executive directors of the Company are Mr. Wu Yinong, Mr. Yu Hon To, David and Dr. Liu Xiao Feng; the alternate director of the Company is Mr. Gui Zhaoyu (alternate to Ms. Janine Junyuan Feng).

Source: http://haier-elec.com.hk/image/pdf/forms/20130510094704653.pdf