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Haier Asia International Co., Ltd.

August 8, 2014

Announcement of Absorption-Type Company Split and Absorption-Type Merger

Haier Asia International Co., Ltd. (Representative Director, President and CEO: Yoshiaki Ito; hereinafter called “HAI”) announces its decision that Haier Asia R&D Co., Ltd. (Representative Director: Yoshiaki Ito; hereinafter called “HA R&D”), a company established on July 24, 2014 as a wholly-owned subsidiary of Haier Aqua Sales Co., Ltd. (Representative Director, Chairman and CEO: Yoshiaki Ito; President: Naoki Nishizawa; hereinafter called “HAS”) will succeed to HAI’s business relating to research, planning, and development (R&D division) by a company split (the “Company Split”), and that HAS will merge HAI after the Company Split (hereinafter called “New HAI”) by an absorption-type merger (the “Merger”), both effective on October 1, 2014.The corporate name of the HAS as a surviving company is planned to be changed to “Haier Asia Co., Ltd.” effective on October 1, 2014.

1. Purpose

Since the appointment of Yoshiaki Ito as Representative Director, President and CEO of HAI in February 2014, HAI Group has worked on improving the HR system and organizational structure to accelerate business management and strengthen functions in the company, reviewing business strategies, expanding business fields, and promoting open innovation through initiatives including a partnership agreement with amadana. To enhance management reform initiatives and carry out business strategies, HAI will perform the Company Split and Merger with an aim to build a uniform management system across the group and further solidify competitive edge of the group.

2. Summary of the company split

(1) Purpose of the split
The Company Split will be performed based on Haier Group’s policy to maintain “manufacturing,” “distribution,” and “research, planning, and development” as independent functions at each region and deploy business through close cooperation among these self-contained divisions. This will enable “zero distance” between Haier Group and its customers and partners as well as clarification of profit structure in promoting business. HA R&D will aim for transition from a cost center to a profit center by offering research and development outsourcing service to companies outside Haier Group and selling technologies outside the group in the future.
(2) Schedule of the split
Board of Directors meeting to approve the company split agreement:July 24, 2014
Conclusion of the company split agreement:July 24, 2014
Shareholders meeting to approve the company split agreement:September 8, 2014 (scheduled)
Effective date of the company split:October 1, 2014 (scheduled)
Official registration of the company split:October 1, 2014 (scheduled)
(3) Method of the split
An absorption-type split will be performed under the condition that HAI is a splitting company and Haier Asia R&D Co., Ltd., a wholly-owned subsidiary of HAS, succeeds to the business.
(4) Overview of companies involved in the split
(Splitting company) * HAI(Successor company)
Company
name
Haier Asia International Co., Ltd. Haier Asia R&D Co., Ltd.
(Established on July 24, 2014)
Business Business related to planning, research,
development, design, production, and
distribution of electronic devices, etc.;
business related to quality assurance
and service for products,
goods, and software, etc.
Business related to research, planning, and
development of electronic devices, etc.
Date of
incorporation
January 2012 July 2014
Head office
location
14th floor, Shin-Osaka Trust Tower, 3-5-36, Miyahara, Yodogawa-ku, Osaka-shi, Osaka 14th floor, Shin-Osaka Trust Tower, 3-5-36, Miyahara, Yodogawa-ku, Osaka-shi, Osaka
Represen-
tative
Representative Director: Yoshiaki Ito Representative Director: Yoshiaki Ito
Capital 250 million yen 10 million yen
Fiscal
year-end
December 31 December 31

3. Summary of the company merger

(1) Purpose of the merger
The purpose of the Merger is to strengthen sales, distribution, planning, and marketing functions to further enhance the overall capability of the group while also re-allocating human resources strategically to intensify management efficiency and strengthen business by promoting shared service through integration of the administration divisions of the two companies. In addition, the marketing division of Haier Asia Co., Ltd., which will become a presiding company after the Merger, will take the lead in formulating AQUA brand strategies and powerfully promote the establishment of new brand values through unified efforts in Japan and the ASEAN region.
(2) Schedule of the merger
Board of Directors meeting to approve the merger agreement: July 24, 2014
Conclusion of the merger agreement:July 24, 2014
Shareholders meeting to approve the merger agreement:September 8, 2014 (scheduled)
Effective date of the merger: October 1, 2014 (scheduled)
Official registration of the merger:October 1, 2014 (scheduled)
(3) Method of the merger
An absorption-type merger will be performed under the condition that HAS is a surviving company and New HAI is dissolved.
(4) Overview of companies involved in the merger
(Surviving company) * HAS(Dissolving company) * New HAI
Company
name
Haier Aqua Sales Co., Ltd.(Company name to be changed to Haier Asia Co., Ltd. effective on October 1, 2014.) Haier Asia International Co., Ltd.
Business Business related to production and distribution of electronic devices, etc. Business related to planning, research,
development, design, production, and
distribution of electronic devices, etc.;
business related to quality assurance and
service for products,
goods, and software, etc.
Date of
incorporation
January 2012 January 2012
Head office
location
14th floor, Shin-Osaka Trust Tower, 3-5-36, Miyahara, Yodogawa-ku, Osaka-shi, Osaka 14th floor, Shin-Osaka Trust Tower, 3-5-36, Miyahara, Yodogawa-ku, Osaka-shi, Osaka
Represen-
tative
Representative Director: Yoshiaki Ito Representative Director: Yoshiaki Ito
Capital 90 million yen 250 million yen
Fiscal
year-end
December 31 December 31