Zepp Health Corp 6-K, filed Jan 26, 2021
Zepp Health Corp (ZEPP)
About this 6-K
Zepp Health Corp filed this 6-K on January 26, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2021
Commission File Number: 001-38369
Huami Corporation
Building H8, No. 2800, Chuangxin Road
Hefei, 230088
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Exhibit Index
Exhibit 99.1 — Press release
Exhibit 99.2 — Notice of Annual General Meeting
Exhibit 99.3 — Form of Proxy for Annual General Meeting
Exhibit 99.4 — Ballot for the Annual General Meeting
Exhibit 99.5 — Depositary Notice to Holders of American Depositary Shares
Exhibit 99.6 — Voting Instruction Card for American Depositary Shares
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Huami Corporation | ||
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By |
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/s/Wang Huang |
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Name |
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Wang Huang |
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Title |
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Chief Executive Officer |
Date: January 26, 2021
Huami Corporation to Hold 2020 Annual General Meeting on February 25, 2021
Beijing, January 22, 2021 /PRNewswire/ — Huami Corporation (“Huami” or the “Company”) (NYSE: HMI), today announced that it will hold its 2020 Annual General Meeting of Shareholders (the “AGM”) at Building B2, Zhongguancun No.1, No.81 Beiqing Road, Haidian District, Beijing, PRC 100094, at 2:00 pm (Beijing Time) on February 25, 2021. The purpose of the AGM is for the Company’s shareholders to consider, and if thought fit, approve the change of the Company’s legal name from “Huami Corporation” to “Zepp Health Inc.”, and the change of the Company’s trading symbol at the New York Stock Exchange from “HMI” to “ZEPP.” The proposed name change and trading symbol change will not affect any rights of shareholders or the Company’s operations and financial position.
The board of directors of the Company has fixed the close of business on January 22, 2021 as the record date (the “Record Date”) in order to determine the shareholders entitled to receive notice of the AGM or any adjourned or postponed meeting thereof.
Holders of the Company’s ordinary shares whose names are on the register of members of the Company at the close of business on the Record Date are entitled to attend the AGM and any adjournment or postponement thereof in person. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.
Huami has filed its annual report on Form 20-F, including its audited financial statements for the fiscal year ended December 31, 2019, with the U.S. Securities and Exchange Commission (the “SEC”). Huami’s Form 20-F can be accessed on the above-mentioned Company website, as well as on the SEC’s website at http://www.sec.gov. Shareholders may request a hard copy of the Company’s annual report on Form 20-F, free of charge, by contacting Huami Corporation at ir@huami.com or by writing to Huami Corporation at Building H8, No. 2800, Chuangxin Road, Hefei, 230088, People’s Republic of China, telephone: +86 551-65837200.
About Huami Corporation
Huami’s mission is to connect health with technology. Since its inception in 2013, Huami has developed a platform of proprietary technology including AI chips, biometric sensors, and data algorithms, which drive a broadening line of smart health devices for consumers, and analytics services for industry. In 2019, Huami shipped 42.3 million units of smart wearable devices, including its own Amazfit brand, and products developed and manufactured for Xiaomi, comprising 26% of global category shipments[1]. Huami Corp is based in Hefei, China, with U.S. operations, Huami-USA, based in Cupertino, California.
[1] IDC, Correcting and Replacing Shipments of Wearable Devices, 3/10/20
Huami Corporation
(Incorporated in the Cayman Islands with limited liability)
(NYSE Ticker: HMI)
NOTICE OF ANNUAL GENERAL MEETING
to be held on February 25, 2021
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Yirendai Ltd. (the “Company”) will be held at Building B2, Zhongguancun No.1, No.81 Beiqing Road, Haidian District, Beijing, PRC 100094, at 2:00 pm (Beijing Time) on February 25, 2021, and at any adjourned or postponed meeting thereof, for the following purposes:
1. To consider and, if thought fit, pass the following resolution as a special resolution:
“RESOLVED, as a special resolution:
THAT the change of the Company’s legal name from “Huami Corporation” to “Zepp Health Corporation”, and the change of the Company’s trading symbol at the New York Stock Exchange from “HMI” to “ZEPP,” which have been approved by the resolutions of the Company’s board of directors, be and hereby are, authorized and approved, and the Company’s memorandum and articles of association, be and hereby is, amended to reflect the change of the Company’s legal name; and
THAT each director or officer of the Company, be and hereby is, authorized to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolution as such director or officer, in his or her absolute discretion, thinks fit.”
The board of directors of the Company has fixed the close of business on January 22, 2021 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof.
Holders of the Company’s ordinary shares whose names are on the register of members of the Company at the close of business on the Record Date are entitled to attend the AGM and any adjourned or postponed meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.
Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at http://www.huami.com/investor, or by contacting Huami Corporation at ir@huami.com, or by writing to Huami Corporation at Building H8, No. 2800, Chuangxin Road, Hefei, 230088, People’s Republic of China, telephone: +86 551-65837200.
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By Order of the Board of Directors, |
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Huami Corporation |
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/s/ Wang Huang |
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Mr. Wang Huang |
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Chairman of the Board of Directors |
Beijing, China,
January 26, 2021
Huami Corporation
(Incorporated in the Cayman Islands with limited liability)
(NYSE Ticker: HMI)
Form of Proxy for Annual General Meeting
to Be Held on February 25, 2021
(or any adjourned or postponed meeting thereof)
Introduction
This form of proxy (the “Form of Proxy”) is furnished in connection with the solicitation by the board of directors of Huami Corporation (the “Board”), a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.0001 per share, of the Company (the “Ordinary Shares”) to be exercised at the Annual general meeting of the Company (the “AGM”) to be held at Building B2, Zhongguancun No.1, No.81 Beiqing Road, Haidian District, Beijing, PRC 100094, at 2:00 pm (Beijing Time) on February 25, 2021, and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying notice of the AGM (the “AGM Notice”).
Only the holders of record of the Ordinary Shares at the close of business on January 22, 2021 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to ten votes. The quorum of the AGM is one or more shareholders holding shares which represent in aggregate no less than one-third of the votes attaching to all issued and outstanding shares present in person or by proxy and entitled to vote at the AGM. This Form of Proxy and the accompanying AGM Notice will be first mailed to the shareholders of the Company on or about January 28, 2021.
The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at Maples Corporate Services Limited PO Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands, with a copy delivered to its offices at Building H8, No. 2800, Chuangxin Road, Hefei, 230088, People’s Republic of China, or (ii) by voting in person at the AGM.
To be valid, this Form of Proxy must be completed, signed and returned to the Company’s offices (to the attention of: Ms. Grace Zhang) at Building B2, Zhongguancun No.1, No.81 Beiqing Road, Haidian District, Beijing, PRC 100094 as soon as possible so that it is received by the Company no later than 48 hours before the time of the AGM.
Huami Corporation
(Incorporated in the Cayman Islands with limited liability)
(NYSE Ticker: HMI)
Form of Proxy for Annual General Meeting
to Be Held on February 25, 2021
(or any adjourned or postponed meeting thereof)
I/We of , being the registered holder of Ordinary Shares 1, par value US$0.0001 per share, of Huami Corporation (the “Company”), hereby appoint the Chairman of the Annual General Meeting 2 or of as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at Building B2, Zhongguancun No.1, No.81 Beiqing Road, Haidian District, Beijing, PRC 100094, at 2:00 pm (Beijing Time) on February 25, 2021, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit 3.
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RESOLUTION |
FOR 3 |
AGAINST 3 |
ABSTAIN 3 |
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It is resolved as a special resolution:
THAT the change of the Company’s legal name from “Huami Corporation” to “Zepp Health Corporation”, and the change of the Company’s trading symbol at the New York Stock Exchange from “HMI” to “ZEPP,” which have been approved by the resolutions of the Company’s board of directors, be and hereby are, authorized and approved, and the Company’s memorandum and articles of association, be and hereby is, amended to reflect the change of the Company’s legal name; and
THAT each director or officer of the Company, be and hereby is, authorized to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolution as such director or officer, in his or her absolute discretion, thinks fit.
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Dated , 2021 |
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Signature(s)4 |
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1 Please insert the number and class (i.e., Class A or Class B) of Ordinary Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
2 If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.
3 IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.
4 This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same.
Huami Corporation
(Incorporated in the Cayman Islands with limited liability)
(NYSE Ticker: HMI)
Ballot for the Annual General Meeting
Held on February 25, 2021
(or any adjourned or postponed meeting thereof)
I/We of , being the registered holder of ordinary shares 1, par value US$0.0001 per share, of Huami Corporation (the “Company”), hereby cast my ballot as follows:
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RESOLUTION |
FOR 2 |
AGAINST 2 |
ABSTAIN 2 |
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It is resolved as a special resolution: THAT each director or officer of the Company, be and hereby is, authorized to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolution as such director or officer, in his or her absolute discretion, thinks fit.
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Signature(s)3 |
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1 Please insert the number and class (i.e., Class A or Class B) of ordinary shares registered in your name(s) to which this proxy relates. If no number is inserted, this ballot will be deemed to relate to all the shares in the Company registered in your name(s).
2 IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.
3 This ballot must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same.
January 27, 2021
Huami Corporation
Please be advised of the following Depositary’s Notice of Annual General Meeting of Shareholders:
Depositary Receipt Information
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CUSIP: |
44331K103 |
(DTC Eligible) |
ADS ISIN: |
US44331K1034 |
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Country of Incorporation: |
Cayman Islands |
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Meeting Details: |
Annual General Meeting at 2:00pm (Beijing time) at Building B2, Zhongguancun No.1, No.81 Beiqing Road, Haidian District, Beijing, People’s Republic of China 100094 |
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ADS Record Date: |
January 22, 2021 |
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Voting Deadline: |
February 19, 2021 at 1:00 PM EST |
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Meeting Date: |
February 25, 2021 |
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Meeting Agenda: |
The Company’s Notice of Meeting, including the Agenda, is available at the Company’s website: http://www.huami.com/investor/ |
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Ratio (ORD:ADS): |
4 : 1 |
Holders of American Depositary Receipts (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing ordinary shares (the “Deposited Securities”) of Huami Corporation (the “Company”) are hereby notified of the Company’s Annual General Meeting of shareholders. A copy of the Notice of Meeting from the Company, which includes the agenda, is available at http://www.huami.com/investor/.
Holders of ADRs as of the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the deposit agreement entered into between the Company, Deutsche Bank Trust Company Americas (the “Depositary”) and the Holders of ADSs (the “Deposit Agreement”), the Company’s memorandum and articles of association and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holder’s ADSs.
In order for a voting instruction to be valid, Holders must complete, sign and return the enclosed voting instruction form so that it is received by the voting deadline date stated above. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt of voting instructions of a Holder on the ADS Record Date in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company’s memorandum and articles of association and the provisions of or governing the Deposited Securities, to vote or cause the custodian to vote the Deposited Securities (in person or by proxy) represented by ADSs evidenced by such receipt in accordance with such voting instructions.
Additionally, Holders are advised that in the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the memorandum and articles of association, the Depositary will refrain from voting and the voting instructions received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner (as defined below ) for not having demanded voting on a poll basis.
Please note that persons beneficially holding ADSs through a bank, broker or other nominee that wish to provide voting instructions with respect to the securities represented by such ADSs must follow the voting instruction requirements of, and adhere to the deadlines set by, such bank, broker or other nominee. Such requirements and deadlines will differ from those set forth herein for registered holders of ADSs.
Holders and persons and/or entities having a beneficial interest in any ADS (“Beneficial Owners”) are advised that (a) the Depositary has not reviewed the Company’s website or any of the items thereon, and is not liable for the contents thereof, (b) neither the Depositary nor any of its affiliates controls, is responsible for, endorses, adopts, or guarantees the accuracy or completeness of any information contained in any document prepared by the Company or on the Company’s website and neither the Depositary nor any of its affiliates are or shall be liable or responsible for any information contained therein or thereon, (c) there can be no assurance that Holders or Beneficial Owners generally or any
Holder or Beneficial Owner in particular will receive this notice with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner, and (d) the Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast or the effect of any vote.
Exhibit 99.6
- 0 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF HUAMI CORPORATION (Continued and to be signed on the reverse side) ADD YOUR EMAIL ADDRESS ONLINE Add your email address to your online account at AST for 24/7 access to your account and enroll in eConsent to receive future materials electronically. Update your account today: For first time users setting up an account, follow the instructions outlined below: • Go to www.astfinancial.com/login and click on the words “REGISTER – FIRST TIME USERS CLICK HERE” under the Shareholder Central heading button Follow the instructions provided to set up your account which will include providing your e-mail address Once your account has been set up, select the tool bar “Communications” at the top right side of the page Here you need to select “Receive Company Mailings via E-Mail” Next, click on the “Submit” button and any future proxy materials will be sent to you electronically should they be available • • • • For existing users updating your account, do the following: • • • • Go to www.astfinancial.com/login and click on “LOGIN” button under the Shareholder Central heading Once you access your account, select the tool bar “Communications” at the top right side of the page Here you need to select “Receive Company Mailings via E-Mail” Next, click on the “Submit” button and any future proxy materials will be sent to you electronically should they be available Alternatively you can provide us with your email address in the below section entitled “ELECTRONIC SHAREHOLDER COMMUNICATIONS” to receive future materials electronically when available. Electronic Shareholder Communications Please join the growing number of shareholders who receive emails instead of hard copy shareholder communications. Register online at astfinancial.com or supply your email address below or on the reverse side. 14475 1.1
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF HUAMI CORPORATION February 25, 2021 ADD YOUR EMAIL ADDRESS ONLINE Add your email address to your online account at AST for 24/7 access to your account and enroll in eConsent to receive future materials electronically. Update your account today at: www.astfinancial.com/login (see reverse side for instructions) or provide us with your email address in the section entitled “ELECTRONIC SHAREHOLDER COMMUNICATIONS” at the bottom right side of this card or on the reverse side to receive future materials electronically when available. Please sign, date and mail your proxy card in the envelope provided so that your vote is received on or before 1:00 PM EST on February 19, 2021. Please detach along perforated line and mail in the envelope provided. 00003000000000000000 7 022521 Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Resolution presented for consideration by the Annual General Meeting of Shareholders on February 25, 2021 PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. It is resolved as a special resolution: FOR AGAINST ABSTAIN THAT the change of the Company’s legal name from “Huami Corporation” to “Zepp Health Corporation”, and the change of the Company’s trading symbol at the New York Stock Exchange from “HMI” to “ZEPP,” which have been approved by the resolutions of the Company’s board of directors, be and hereby are, authorized and approved, and the Company’s memorandum and articles of association, be and hereby is, amended to reflect the change of the Company’s legal name; and THAT each director or officer of the Company, be and hereby is, authorized to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolution as such director or officer, in his or her absolute discretion, thinks fit. Electronic Shareholder Communications Please join the growing number of shareholders who receive emails instead of hard copy shareholder communications. Register online at astfinancial.com or supply your email address below. To change the address on your account or to add the email, please check the box at right. Please indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of ShareholderDate: Signature of ShareholderDate:
