THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hisense Home Appliances Group Co., Ltd., you should hand this circular and the accompanying revised proxy form at once 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 purchaser or transferee.

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 and expressly 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.

海信家電

HISENSE HOME APPLIANCES GROUP CO., LTD.

海 信 家 電 集 團 股 份 有 限 公 司

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00921)

  1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
  2. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' GENERAL MEETING;

AND

(3) SUPPLEMENTAL NOTICE OF

THE 2019 THIRD EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 3 to 11 of this circular.

A supplemental notice of the EGM to be held as originally scheduled at the conference room of the Company's head office, Shunde District, Foshan City, Guangdong Province, the PRC on Friday, 13 December 2019 at 3 p.m. or any adjournment of such meeting is set out on pages 12 to 14 of this circular. A revised proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying revised proxy form in accordance with the instructions printed on it and return it to the Company's branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment of such meeting (as the case may be). Completion and return of the revised proxy form will not preclude you from attending and voting in person at the EGM or any adjournment of such meeting (as the case may be) should you so wish and, in such event, the revised proxy form previously submitted shall be deemed to be revoked.

26 November 2019

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . .

12

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"A Shares"

domestic ordinary shares of the Company with a

nominal value of RMB1.00 each and are listed on the

Shenzhen Stock Exchange

"Articles of Association"

the articles of association of the Company

"Board"

the board of directors of the Company

"Company"

Hisense Home Appliances Group Co., Ltd.(海信家電集

團股份有限公司), a company incorporated in the PRC

with limited liability, whose shares are listed on the

main board of the Stock Exchange and the Shenzhen

Stock Exchange

"EGM"

the 2019 third extraordinary general meeting of the

Company convened to be held at the conference room

of the Company's head office, Shunde District, Foshan

City, Guangdong Province, the PRC on Friday, 13

December 2019 at 3 p.m. or any adjournment of such

meeting for considering and, if thought fit, approving,

among other things, the Proposed Amendments to the

Articles of Association and the Proposed Amendments

to the Rules of Procedures of Shareholders' General

Meeting

"H Shares"

overseas listed foreign shares of the Company with a

nominal value of RMB1.00 each and are listed on the

Stock Exchange

"Hisense Air-conditioning"

Qingdao Hisense Air-conditioning Company Limited*

(青島海信空調有限公司), a company incorporated in the

PRC with limited liability and indirectly controlled by

Hisense Company Limited (海信集團有限公司), which

held approximately 37.92% of the issued shares of the

Company as at the date of this circular

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

"PRC"

the People's Republic of China

"Proposed Amendments to the

the proposed amendments to the Articles of Association

Articles of Association"

pursuant to the Written Request

- 1 -

DEFINITIONS

"Proposed Amendments to the

the proposed amendments to the Rules of Procedures of

Rules of Procedures of

Shareholders' General Meeting pursuant to the Written

Shareholders' General

Request

Meeting"

"RMB"

Renminbi, the lawful currency of the PRC

"Rules of Procedures of

the rules of procedures of shareholders' general

Shareholders' General

meeting of the Company

Meeting"

"Share(s)"

share(s) of RMB1.00 each in the capital of the

Company, comprising the A Shares and the H Shares

"Shareholder(s)"

holder(s) of the Shares

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"substantial shareholder"

has the meaning ascribed to it under the Listing Rules

"Written Request"

the written request from Hisense Air-conditioning to

the Company requesting that the resolutions in respect

of the amendments to the Articles of Association and

the Rules of Procedures of Shareholders' General

Meeting be proposed at the EGM for the Shareholders'

consideration and approval

English translations of names in Chinese or another language in this circular which are marked with "*" are for identification purposes only.

In the event of any inconsistency, the Chinese text of this circular shall prevail over the English text.

References to time and dates in this circular are to Hong Kong time and dates.

- 2 -

LETTER FROM THE BOARD

海信家電

HISENSE HOME APPLIANCES GROUP CO., LTD.

海 信 家 電 集 團 股 份 有 限 公 司

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00921)

Executive Directors:

Registered office:

Mr. Tang Ye Guo

No. 8 Ronggang Road

Mr. Jia Shao Qian

Ronggui Street

Mr. Lin Lan

Shunde District

Mr. Dai Hui Zhong

Foshan City

Mr. Fei Li Cheng

Guangdong Province

Mr. Wang Yun Li

PRC

Independent non-executive Directors:

Principal place of business

Mr. Ma Jin Quan

in Hong Kong:

Mr. Zhong Geng Shen

Room 3101-05

Mr. Cheung Sai Kit

Singga Commercial Centre

No. 148 Connaught Road West

Hong Kong

26 November 2019

To the Shareholders

Dear Sir or Madam,

  1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION;
  2. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' GENERAL MEETING;

AND

(3) SUPPLEMENTAL NOTICE OF

THE 2019 THIRD EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Company refers to its announcement dated 26 November 2019 in relation to the Proposed Amendments to the Articles of Association.

Reference is also made to the notice of the EGM dated 28 October 2019 which sets out the time and venue of the EGM and contains the resolution to be proposed at the EGM for the Shareholders' approval.

- 3 -

LETTER FROM THE BOARD

This circular aims to give you the supplemental notice of the EGM and provide you with relevant information to enable you to make an informed decision on whether to vote for or against the special resolution relating to the Proposed Amendments to the Articles of Association and the ordinary resolution relating to the Proposed Amendments to the Rules of Procedures of Shareholders' General Meeting at the EGM.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

On 26 November 2019, the Board has received the Written Request from Hisense Air-conditioning, a substantial shareholder of the Company which held 516,758,670 Shares, representing approximately 37.92% of the issued Shares as at the date of this circular, requesting that the resolutions in respect of the amendments to the Articles of Association and the Rules of Procedures of Shareholders' General Meeting be proposed at the EGM convened to be held on 13 December 2019 for the Shareholders' consideration and approval.

Taking into account the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)(《國務院關於調整適用在境外上市公司召開股東大會通知期 限等事項規定的批復》(國函〔201997號))and the actual situation of the Company, the Board proposes to amend the relevant provisions in the Articles of Association. The specific amendments are as follows:

Before amendments

After amendments

Article 6.11

Article 6.11

For Company's shareholders of H shares,

No change shall be made in the register of

no change shall be made in the register of

the Company's holders of H sharesas a

shareholders as a result of a transfer of

result of a transfer of shares within five (5)

shares within thirty (30) days prior to the

days before the record date for the

date of a shareholders' general meeting or

Company's distribution of dividends. The

within five (5) days before the record date

Company must notify the holders of H

for the Company's distribution of

shares of any closure of its transfer books

dividends.

or register of members in respect of the

Company's H shares at least ten (10)

The interval between the share registration

business days before the closure by way of

date for the shareholders of A shares and

announcement.

the date of the shareholders' meeting shall

not exceed seven (7) business days.

The interval between the share registration

date for the shareholders of A shares and

Once the share registration date for the

the date of the shareholders' meeting shall

shareholders' meeting is confirmed, it shall

not exceed seven (7) business days.

not be changed.

Once the share registration date for the

shareholders' meeting is confirmed, it shall

not be changed.

- 4 -

LETTER FROM THE BOARD

Before amendments

After amendments

Article 8.9

Article 8.9

When

the

Company

convenes

a

The Company shall hold a shareholders'

shareholders' general meeting, a notice in

general meeting at the Company's office or

writing or in electronic form (including but

at such place as specified in the notice of

not limited to publication of an

the general meeting. When the Company

announcement on the Company's website

convenes an annual general meeting, it

and the website of Hong Kong Stock

shall notify the shareholders by way of

Exchange) shall be given forty-five (45)

announcement twenty (20) days before the

days before the date of the meeting to

date of the meeting (exclusive of the date

notify all the shareholders registered in the

of

meeting);

for

convening

an

register of shareholders of the matters

to

extraordinary

general

meeting,

the

be considered at, and the date and place

Company shall notify the shareholders by

of, the meeting. Any shareholder who

way of announcement fifteen (15) days

wishes to attend the general meeting shall

before the date of the meeting (exclusive of

deliver a reply slip concerning attendance

the date of meeting).Any shareholder who

of the meeting to the Company twenty (20)

wishes to attend the general meeting shall

days before the date of such meeting.

deliver a reply slip concerning attendance

of the meeting to the Company within the

prescribed time as specified in the notice of

the general meeting.

Article 8.11

Article 8.11

The Company shall, based on

the written

Matters which are not included in a notice

replies

which

it

receives

from

the

of general meeting shall not be resolved at

shareholders twenty

(20) days

before

the

the shareholders' general meeting.

date of the shareholders' general meeting,

calculate the number of voting shares

represented by the shareholders who intend

to attend the meeting. If the number of

voting

shares

represented

by

the

shareholders who intend to attend the

meeting amount to one-half or more of the

Company's total voting shares, the

Company may hold the meeting; if not, the

Company shall, within five (5) days, notify

the shareholders by way of announcement

the matters to be considered at, and the

place and date for, the meeting. The

Company may then hold the shareholders'

general meeting after publication of such

announcement.

An extraordinary general meeting shall not

determine matters which have not been

stated in the notice.

- 5 -

LETTER FROM THE BOARD

Before amendments

After amendments

Article 8.36

Article 8.36

Shareholders who requisition the convening

Shareholders who requisition the convening

of shareholders'

extraordinary

general

of shareholders'

extraordinary general

meeting or a class meeting shall comply

meeting or a class meeting shall comply

with the following procedures:

with the following procedures:

(1) two (2) or more shareholders holding in

Shareholders individually or jointly holding

aggregate 10% or more of the shares

more than 10% of the shares of the

carrying the right to vote at the meeting

Company are entitled to make a request to

sought to be held shall sign the written

convene an extraordinary general meeting

requisitions

in

one

(1)

or

more

or a class meeting in writing to the Board.

counterparts requiring the Board to

The Board shall provide written feedback on

convene

a

shareholders'

extraordinary

whether it agrees to convene the

general meeting or a class meeting thereof

extraordinary general meeting or the class

and stating the object of the meeting. The

meeting within ten (10) days after receiving

Board shall proceed as soon as possible to

the request according to the provisions of

convene

the

shareholders'

extraordinary

the relevant laws, administrative regulations

general meeting or class meeting thereof

and these Articles of Association.

after the receipt of such written requisition.

The number of shares held referred to

If the Board agrees to convene the

above shall be calculated as of the date of

extraordinary general meeting or the class

the written requisitions.

meeting, it shall issue a notice to convene

shareholders' general meeting or class

(2) if the Board fails to issue a notice of

meeting within five (5) days of its decision,

such a meeting within thirty (30) days after

and any changes to the original request in

the receipt of the written requisitions, the

the notice shall be made only with the

requisitionists

may themselves

convene

consent of the relevant shareholder(s).

such a meeting in a manner as similar as

possible to the manner in which the

If the Board decides against convening the

shareholders' meetings are convened by the

extraordinary general meeting or the class

Board within four (4) months after the

meeting, or if it has failed to provide its

receipt of such requisitions by the Board.

feedback within ten (10) days after

Reasonable expenses incurred by the

receiving

the

request,

shareholders

requisitionists by reason of the Board's

individually or jointly holding more than

failure

to

convene

a

meeting

as

10% of the shares of the Company are

requisitioned and the calling and convening

entitled to propose to convene an

of a meeting by themselves shall be borne

extraordinary general meeting or a class

by the Company, and such sum shall be

meeting to the supervisory committee in

set-off against sums owed by the Company

writing.

to the defaulting directors.

If the supervisory committee agrees to

convene the extraordinary general meeting

or the class meeting, it shall issue a notice

to convene shareholders' general meeting

or class meeting within five (5) days of

receipt of the request, and any changes to

the original request in the notice shall be

made only with the consent of the relevant

shareholder(s).

- 6 -

LETTER FROM THE BOARD

Before amendments

After amendments

If the supervisory committee fails to issue a

notice of shareholders' general meeting or

class meeting within the prescribed period,

the supervisory committee shall be deemed

not convening or chairing a shareholders'

general meeting or class meeting.

Shareholders individually or jointly holding

more than 10% of the shares of the

Company for ninety (90) consecutive days

may convene and chair the meeting on

their own.

Article 9.6

Article 9.6

When the Company convenes a class

When the Company convenes a class

meeting, a notice in writing or in electronic

meeting, a notice in writing or in electronic

form (including but not limited to

form (including but not limited to

publication of an announcement on the

publication of an announcement on the

Company's website and the website of

Company's website and the website of

Hong Kong Stock Exchange) shall be given

Hong Kong Stock Exchange) shall be given

forty-five(45) daysbefore the date of the

fifteen (15) daysbefore the date of the

meeting to notify all holders of such class

meeting to notify all holders of such class

of shares registered in the register of

of shares registered in the register of

shareholders of the matters

to be

shareholders of the matters to be

considered at, and the date and place of,

considered at, and the date and place of,

the meeting. Any shareholder who wishes

the meeting. Any shareholder who wishes

to attend the meeting shall serve a reply

to attend the meeting shall serve a reply

slip concerning attendance of the meeting

slip concerning attendance of the meeting

to the Company twenty (20) days before the

to the Company within the prescribed time

date of such meeting.

as specified in the notice of the meeting.

If the shareholders who intend to attend

such class meeting represent one-half or

more of the total number of shares of that

class with right to vote at such

meeting,

the Company may hold the class meeting;

if not, the Company shall within five (5)

days give the shareholders further notice of

the matters to be considered at, and the

date and the place of, the class meeting by

way of announcement. The Company may

then hold the class meeting after such

announcement has been made.

- 7 -

LETTER FROM THE BOARD

Before amendments

After amendments

Article 10.15

Article 10.15

The Board is accountable to the

The Board is accountable to the

shareholders' general meeting and shall

shareholders' general meeting and shall

exercise the following functions and

exercise the following functions and

powers:

powers:

(8) to determine the acquisition of shares

(8) to determine the acquisition of shares

of the Company under the circumstances as

of the Company under the circumstances as

required in (3), (5) and (6) of Article 4.4 of

required in (3), (5) and (6) of Article 4.4 of

these Articles of Association within the

these Articles of Association within the

authorization of the shareholders' general

authorization of the shareholders' general

meeting;

meeting;

(9) to exercise the Company's power as to

(9) to determine the charge, lease and

financing and borrowing andto determine

transfer of important assets of the Company

the charge, lease and transfer of important

which do not require to be approved by

assets of the Company;

shareholders at general meeting;

(10) to decide on the Company's internal

(10) to decide on the Company's internal

management structure;

management structure;

Note: Contents which are shown as "" above are provisions in the Articles of Association but are intentionally omitted for the purpose of this circular as they are not subject to the Proposed Amendments to the Articles of Association.

Save and except for the above-mentioned amendments, the other provisions in the Articles of Association shall remain unchanged.

The amended Articles of Association shall become effective on the date of passing of the relevant resolution at the EGM. Prior to the passing of the relevant resolution at the EGM, the prevailing Articles of Association of the Company shall remain valid.

- 8 -

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS' GENERAL MEETING

In view of the Proposed Amendments to the Articles of Association, the Board proposes to make corresponding amendments to Rule 9 of the Rules of Procedures of Shareholders' General Meeting. The specific amendments are as follows:

Before amendments

After amendments

Rule 9

Rule 9

When

the

Company

convenes

a

When the Company convenes an annual

shareholders' general meeting, the board of

general meeting, it shall notify the

directors should notify the shareholders by

shareholders by way of announcement 20

an announcement 45 days (excluding the

days before the date of the meeting

date of the meeting) prior to the holding of

(exclusive of the date of the meeting).

the shareholders' general meeting.

When the Company convenes an

extraordinary general meeting, it shall

notify the shareholders by way of

announcement 15 days before the date of

the meeting (exclusive of the date of the

meeting).

Note: Contents which are shown as "" above are provisions in the Rules of Procedures of Shareholders' General Meeting but are intentionally omitted for the purpose of this circular as they are not subject to the Proposed Amendments to the Rules of Procedures of Shareholders' General Meeting.

EGM

A supplemental notice of the EGM to be held as scheduled at the conference room of the Company's head office, Shunde District, Foshan City, Guangdong Province, the PRC on Friday, 13 December 2019 at 3 p.m. or any adjournment of such meeting is set out on pages 12 to 14 of this circular.

Please refer to the notice of the EGM dated 28 October 2019 for details of the other resolution to be proposed at the EGM, closure of the register of members of the Company, eligibility for attending the EGM, registration procedures for attending the EGM, appointment of proxy and other relevant matters.

A revised proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying revised proxy form in accordance with the instructions printed on it and return it to the Company's branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment of such meeting (as the case may be) ("Closing Time"). Completion and return of the revised proxy form will not preclude you

- 9 -

LETTER FROM THE BOARD

from attending and voting in person at the EGM or any adjournment of such meeting (as the case may be) should you so wish and, in such event, the revised proxy form previously submitted shall be deemed to be revoked.

Failure to complete or return the reply slip accompanying the notice of the EGM dated 28 October 2019 will not preclude eligible Shareholders from attending the EGM should they so wish.

If a Shareholder has not yet returned the original proxy form which was despatched to the Shareholders on 28 October 2019 ("Original Proxy Form") in accordance with the instructions printed thereon, and wishes to appoint a proxy to attend the EGM on his/her/its behalf, he/she/it is required to submit the revised proxy form. In this case, the Shareholder shall not submit the Original Proxy Form.

If a Shareholder has already returned the Original Proxy Form in accordance with the instructions printed thereon, he/she/it should note that:

  1. If no revised proxy form is returned by the Shareholder, the Original Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM (including the additional proposed resolutions as set out in this circular and the supplemental notice of the EGM).
  2. If the revised proxy form is returned by the Shareholder at or before the Closing Time in accordance with the instructions printed thereon, the revised proxy form will be treated as a valid proxy form lodged by the Shareholder if duly completed, and will revoke and supersede the Original Proxy Form previously lodged by him/her/it.
  3. If the revised proxy form is returned by the Shareholder after the Closing Time, the revised proxy form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by the Shareholder. The Original Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM (including the additional proposed resolutions as set out in this circular and the supplemental notice of the EGM).

The vote of the Shareholders at the EGM will be taken by poll in accordance with Rule 13.39(4) of the Listing Rules and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

- 10 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Proposed Amendments to the Articles of Assocation and the Proposed Amendments to the Rules of Procedures of Shareholders' General Meeting are in the interests of the Company and the Shareholders, and would recommend the Shareholders to vote in favour of the resolutions to approve the Proposed Amendments to the Articles of Assocation and the Proposed Amendments to the Rules of Procedures of Shareholders' General Meeting.

By order of the Board

Hisense Home Appliances Group Co., Ltd.

Tang Ye Guo

Chairman

- 11 -

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

海信家電

HISENSE HOME APPLIANCES GROUP CO., LTD.

海 信 家 電 集 團 股 份 有 限 公 司

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 00921)

SUPPLEMENTAL NOTICE OF THE

2019 THIRD EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of the 2019 third extraordinary general meeting ("EGM") of Hisense Home Appliances Group Co., Ltd. (the "Company") dated 28 October 2019 (the "Original Notice of EGM").

The Company has received a written request from Qingdao Hisense Air-conditioning Company Limited* (青島海信空調有限公司), the controlling shareholder of the Company which held 516,758,670 shares of the Company, representing approximately 37.92% of the issued shares of the Company as at the date of this supplemental notice of the EGM, to the board of directors of the Company (the "Board") on 26 November 2019 requesting that the resolutions in respect of the amendments to the articles of association and the rules of procedures of shareholders' general meeting of the Company be proposed at the EGM for consideration and approval by the shareholders of the Company. Accordingly, this supplemental notice of the EGM is issued to incorporate such an additional proposed resolutions and the resolution set out in the Original Notice of EGM.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held at the conference room of the Company's head office, Shunde District, Foshan City, Guangdong Province, the People's Republic of China on Friday, 13 December 2019 at 3 p.m. or any adjournment of such meeting for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

  1. To consider and approve the Proposed Change of Auditor (as defined in the circular of the Company dated 28 October 2019) and the grant of authority to the Board to determine the remuneration of the new auditor.
  2. To consider and approve the resolution on amendments to the relevant provisions of the rules of procedures of shareholder's general meeting of the Company.
  • For identification purposes only

- 12 -

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

1. To consider and approve the resolution on amendments to the relevant provisions of the articles of association of the Company (the "Articles of Association") and to authorise the Board to deal with the filing, change, registration and other related matters required for the amendments to the Articles of Association for and on behalf of the Company.

By order of the Board

Hisense Home Appliances Group Co., Ltd.

Tang Ye Guo

Chairman

Foshan City, Guangdong, the People's Republic of China, 26 November 2019

Notes:

  1. Holders of H shares of the Company intending to attend the EGM shall return the reply slip accompanying the Original Notice of EGM in writing to the registered office of the Company during hours between 8:30 a.m. and 11:00 a.m. or 1:30 p.m. and 4:30 p.m. on every business day on or before Saturday, 23 November 2019. To qualify for attendance at the EGM, all transfers of H shares of the Company together with the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, 12 November 2019 for registration.
  2. Shareholders who are entitled to attend and vote at the EGM are entitled to appoint one or more persons (whether or not a shareholder of the Company) as their proxy or proxies to attend and vote on their behalf.
  3. Holders of H shares of the Company whose names appear on the register of members of the Company as at the close of business on Tuesday, 12 November 2019 (including holders of H Shares of the Company who have submitted verified transfer forms on or before 4:30 p.m. on Tuesday, 12 November 2019) will be entitled to attend the EGM. The register of members of the Company will be closed from Wednesday, 13 November 2019 to Friday, 13 December 2019 (both days inclusive).
  4. Since the original proxy form which was despatched by the Company to its shareholders ("Shareholders") on 28 October 2019 ("Original Proxy Form") and sent together with the Original Notice of EGM does not contain the proposed resolutions set out in this supplemental notice, a revised proxy form ("Revised Proxy Form") is enclosed with the circular of the Company dated 26 November 2019 ("Circular") of which this supplemental notice forms part.
  5. To be valid, the Revised Proxy Form, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 24 hours before the time appointed for holding the EGM or any adjournment of such meeting (as the case may be) ("Closing Time").
  6. If a Shareholder has already returned the Original Proxy Form in accordance with the instructions printed thereon, he/she/it should note that:
    1. If no Revised Proxy Form is returned by the Shareholder, the Original Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM (including the additional proposed resolutions as set out in the Circular and this supplemental notice).

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SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

    1. If the Revised Proxy Form is returned by the Shareholder at or before the Closing Time in accordance with the instructions printed thereon, the Revised Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed, and will revoke and supersede the Original Proxy Form previously lodged by him/her/it.
    2. If the Revised Proxy Form is returned by the Shareholder after the Closing Time, the Revised Proxy Form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by the Shareholder. The Original Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM (including the additional proposed resolutions as set out in the Circular and this supplemental notice).
  1. In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll (except those which relate purely to a procedural or administrative matter). As such, the resolutions set out in this supplemental notice will be voted on by way of poll. Voting results will be uploaded to the website of the Company at www.kelon.com and the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk after conclusion of the EGM.
  2. The Proposed Amendments to the Articles of Association referred to in the special resolution numbered 1 in this supplemental notice has been published in the announcement of the Company dated 26 November 2019 and the full text are set out on pages 4 to 8 of the Circular.
  3. The full text of the Proposed Amendments to the Rules of Procedures of Shareholders' General Meeting (as defined in the Circular) referred to in the ordinary resolution numbered 2 in this supplemental notice are set out on page 9 of the Circular.
  4. The registered address of the Company is: No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province, the People's Republic of China.
    Postal code: 528303
    Tel: (86) 757 2836 2570
    Fax: (86) 757 2836 1055
    Contact person: Ms. Wei Fang Yuan
  5. References to time and dates in this supplemental notice are to Hong Kong time and dates.
  6. The English version of the proposed resolutions as set out in this supplemental notice is for reference only and if there is any conflict between the English and the Chinese versions, the Chinese version shall prevail.

As at the date of this supplemental notice, the Company's executive directors are Mr. Tang Ye Guo, Mr. Jia Shao Qian, Mr. Lin Lan, Mr. Dai Hui Zhong, Mr. Fei Li Cheng and Mr. Wang Yun Li; and the Company's independent non-executive directors are Mr. Ma Jin Quan, Mr. Zhong Geng Shen and Mr. Cheung Sai Kit.

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Hisense Kelon Electrical Holdings Co. Ltd. published this content on 26 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 November 2019 10:57:00 UTC