Qingdao Haier Co., Ltd. was established on April 28, 1989. It is a joint-stock company established through targeted fundraising on the basis of the reorganization of the original Qingdao Refrigerator Factory. The company publicly issued shares to the public on October 12, 1993, and was listed on the Shanghai Stock Exchange on November 19. The stock abbreviation: Qingdao Haier, stock code: 600690. Over the past ten years since its listing, the company has achieved considerable development. The main business income increased from 680 million yuan at the beginning of listing to 19.623 billion yuan in 2006. With a large proportion of share capital expansion, the earnings per share in 2006 was 0.262 yuan. At the same time, the company has expanded from the original production of refrigerators to currently involving refrigerators, air conditioners, freezers, a series of small household appliances, computer boards, injection molded parts, e-commerce and other businesses. The company's good performance has gradually been recognized by the majority of investors. The company's listed securities "Qingdao Haier" have been shortlisted for the Shanghai Stock Exchange 180 Index and the Dow Jones 88 Index. It is a typical representative of blue-chip blue-chip stocks in the securities market.
While maintaining rapid growth, the company pays close attention to product quality. After being the first to pass ISO9001 certification in the national home appliance industry, it has successively passed ISO14001 environmental certification, American UL, Canadian CSA, German VDE and GS , EU CE and other nearly 20 certifications, this enables Haier products to obtain international certifications without leaving the factory, making Haier a truly world-class product supplier.
Before the company went public, production funds mainly relied on the company's own accumulation and bank loans. However, with the company's rapid development, the funds it can provide can no longer meet the company's normal development needs. The company seized the opportunity of the country's vigorous development of the securities market in 1993 and raised 369 million yuan through public issuance of stocks, investing in export refrigerator technology transformation projects, export refrigerator supporting facilities transformation projects, fluorine-free refrigerator technology introduction projects, and multi-specification and fixed-length projects. Material precision blanking pilot base project, large-scale precision injection molding pilot base project, Haier Industrial Park stamping base project, Haier Industrial Park mold pilot base project, Sino-Italian cooperative production of clean kitchenware project, air direct cooling evaporator project, etc. The implementation of these projects has greatly improved the company's production capacity and technical content, laying the foundation for future scale-up of refrigerator production.
At the same time, restructuring and listing have also fundamentally changed the company's operating mechanism, and the property rights relationship of the company has become clearer. After the stock was listed, the company strictly followed the relevant requirements, established and improved the corporate governance structure, straightened out the relationship between the shareholders' meeting, the board of directors, the board of supervisors and the management, and formed an interactive value chain within the company among shareholders, employees and users, so that The company's development goals are effectively combined with shareholders' investment returns.
After the stock was listed, we gave full play to the advantages of listed companies and actively used the capital market to integrate market resources. After the public issuance of stocks, we conducted four refinancings, integrated market resources, and greatly promoted development of the company.
The funds raised by the company's share placement in 1996 were mainly used for the production of fluorine-free freezer projects. After the project was put into operation, Haier's production capacity in the freezer industry was greatly enhanced, laying the foundation for Haier to further expand the world freezer market at the beginning of the next century. It also lays the foundation for the company to maintain its leading position in fluorine-free technology and expand into related fields to further improve the company's competitiveness.
In 1997, the company raised funds from the allotment of shares for the second phase project of Qingdao Haier Refrigerator Co., Ltd., the second phase project of Qingdao Haier Refrigerator (International) Co., Ltd. and small household appliance projects. The production of these projects has enabled Haier to steadily expand sales and occupy a leading position in the refrigerator industry. At the same time, it can give full play to Haier's brand effect and form a new profit growth point of small household appliances.
The funds raised by the company's share placement in 1999 will mainly be invested in large-scale refrigerator production projects for export, dishwasher export projects, gas stove export projects, the establishment of international logistics centers, the acquisition of Zhangqiu Electrical Machinery Factory, and fuzzy control electronic module projects. The commissioning of these projects has effectively promoted the company's internationalization process and produced good social and economic effects.
In 2001, the company implemented an additional issuance of A shares and used the raised funds and part of its own funds to acquire 74.45% of the equity of Qingdao Haier Air Conditioner Co., Ltd. with a total investment of 2 billion yuan. By integrating the high-profit business of air conditioning, it provides strong support for listed companies, which is conducive to the company's large-scale operations, enhances the company's international competitiveness, and creates conditions for further expansion after joining the WTO.
In addition, it will also improve the concept of white home appliances, enhance the company's position in the industry, help realize product diversification strategies, and reduce operating risks.
In May 2006, the company implemented a share-trading reform plan. All non-tradable shareholders of the company will distribute 1 share for every 10 tradable shares registered on the equity registration date of the plan; Haier Group, the second largest non-tradable shareholder, will distribute 1 share to the tradable shareholders registered on the equity registration date of the plan. For every 10 tradable shares, 9 European-style put warrants with an exercise price of 4.39 yuan, a validity period of 12 months, and stock settlement will be distributed. At the same time, Haier Group Company made a special commitment: Qingdao Haier shares held by Haier Group Company and Haier Electrical Appliances International Co., Ltd. will not be sold through stock exchange listing transactions within 5 years from the date of obtaining listing and circulation rights. After the implementation of this share-trading reform is completed, the research and demonstration work on the equity incentive plan of Qingdao Haier Co., Ltd. will be launched in accordance with relevant laws and regulations. Regarding how to resolve the horizontal competition issues existing between Qingdao Haier Air Conditioning Electronics Co., Ltd., Hefei Haier Air Conditioner Co., Ltd., Wuhan Haier Electric Co., Ltd., Guizhou Haier Electric Co., Ltd. and Qingdao Haier controlled by Haier Group Company, in accordance with relevant laws and regulations stipulations and reach an agreement with Qingdao Haier as soon as possible. Propose solutions as soon as possible on how to reduce the related-party transactions between 42 industrial and trading companies such as Qingdao Haier Industry and Trade Co., Ltd. controlled by Haier Group Company and Qingdao Haier. The commitments in this share reform, combined with the large-proportion put share reform plan, not only provide investors with protection from multiple perspectives, but also reflect Haier Group's determination to use the opportunity of the share reform to vigorously develop listed companies.
(1) Launch private placement projects to resolve competition within the industry, improve the performance of listed companies, and realize the appreciation of group assets. In order to solve the problem of horizontal competition between the listed company Qingdao Haier and its major shareholder Haier Group Company, and to solve the problem of Qingdao Haier's commitment to share reform, Qingdao Haier plans to sell Qingdao Haier Air Conditioning Electronics Co., Ltd. and Hefei Haier Air Conditioner Co., Ltd. held by Haier Group Company through private placement. Co., Ltd., Wuhan Haier Electric Co., Ltd., and Guizhou Haier Electric Co., Ltd. were injected into listed companies. On October 18, 2006, the company's first extraordinary shareholders' meeting in 2006 adopted a combination of on-site voting and online voting to review and approve the "Proposal on Issuing Shares to Purchase Assets to Specific Objects" and other proposals at one time, with a voting approval rate of Reach 90%. On April 10, 2007, the China Securities Regulatory Commission approved the company's issuance of 142,046,347 RMB ordinary shares to Haier Group Corporation to purchase its related assets through the CSRC Zi [2007] No. 57 document. With the approval of the China Securities Regulatory Commission Document No. [2007] 58, Haier Group Company was exempted from the tender offer obligations for the 142,046,347 shares it increased by subscribing for the new shares issued by the company to it, holding and controlling a total of 43.54% of the company's shares. .
(2) To resolve related transactions, Qingdao Haier will establish its own independent sales platform, and the products of listed companies will be invoiced and settled directly to customers through the sales company. It has improved the company's operational independence, made the operations of listed companies more standardized and transparent, and provided a huge guarantee for Qingdao Haier's sustainable and stable development. The 13th meeting of the company's fifth board of directors held on December 22, 2006 reviewed and approved the "Proposal of Qingdao Haier Co., Ltd. on the Establishment of Chongqing Haier Home Appliance Sales Co., Ltd. and 42 Branches", establishing Chongqing Haier Home Appliances Co., Ltd. in Chongqing. Sales Co., Ltd., which has set up 42 branches across the country to engage in product sales of the company and its holding subsidiaries. Starting from January 1, 2007, related products produced within the scope of the company and its holding subsidiaries will be sold domestically through Chongqing Haier Home Appliance Sales Co., Ltd. and 42 branches.
(3) Launching Qingdao Haier’s equity incentive plan. Effectively solve Qingdao Haier's long-term incentives for the company's management and business backbones, and inject impetus into the company's long-term development. 80,000,000 stock options are granted to the incentive objects. Each stock option has the right to purchase one share of Qingdao Haier stock at the exercise price and exercise conditions on the exercise date within 7 years from the date of authorization. The source of the stock for the incentive plan is Qingdao Haier's targeted issuance of 80,000,000 shares of Qingdao Haier stock to the incentive targets. The above plan was reviewed and approved by the 13th meeting of the company's fifth board of directors held on December 22, 2006, and has been submitted to the China Securities Regulatory Commission for approval.
Qingdao Haier Co., Ltd. has achieved rapid development since the issuance of shares. The company will continue to take creating China's world-famous brand as its mission, actively implement internationalization strategies, and maintain high-speed and stable growth. development and provide investors with satisfactory performance returns.