Medlive Technology Co., Ltd. — AGM Information 2004

Nov 29, 2004

GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED 廣東科龍電器股份有限公司

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 921)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) will be held at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province on 15th January, 2005 at 11:00 a.m. for the purpose of considering, and, if thought fit, passing with or without amendment, the following resolutions which will be proposed as ordinary resolution and special resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT the following persons be re-elected as executive directors of the Company:

2. (i) Mr. Gu Chu Jun;

3. (ii) Mr. Liu Cong Meng;

4. (iii) Mr. Li Zhen Hua;

5. (iv) Mr. Yan You Song;

6. (v) Mr. Zhang Hong; and

7. (vi) Mr. Fang Zhi Guo”

8. “ THAT the following persons be re-elected as independent non-executive directors of the Company:

9. (i) Mr. Chan Pei Cheong;

10. (ii) Mr. Li Kung Man; and

11. (iii) Mr. Xu Xiao Lu”

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1. “ THAT Mr. Bai Yun Feng be re-elected and Mr. Zeng Jun Hong be elected as supervisors of the Company.”

SPECIAL RESOLUTION

1. “ THAT

2. (i) subject to sub-paragraph (ii) and (iii) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase overseas-listed foreign shares (“H shares”) in issue of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, rules and regulations and/or requirements of the governmental or regulatory body of securities in the PRC, the Stock Exchange or any other stock exchange as amended from time to time, or of any other governmental or regulatory body be and is hereby generally and unconditionally approved;

3. (ii) the aggregate nominal amount of the H Shares of the Company which the directors of the Company are authorised to repurchase pursuant to the approval in sub-paragraph (i) of this resolution shall not exceed 10 per cent. of the aggregate nominal amount of the H Shares of the Company in issue on the date of passing this resolution; and

4. (iii) the approval in sub-paragraph (i) above shall be conditional upon:

   • (a) the passing of a special resolution in the same terms as the resolution set out in this paragraph (except for this subparagraph (iii)(a) at (1) the extraordinary general meeting for holders of H Shares to be held on 15th January, 2005 (or on such adjourned date as may be applicable); and (2) the extraordinary general meeting for holders of domestic shares of the Company to be held on 15th January, 2005 (or on such adjourned date as may be applicable);

   • (b) the approvals of the regulatory authorities as required by the laws, rules and regulations of the PRC being obtained by the Company if appropriate; and

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• (c) the Company not being required by any of its creditors to repay or to provide guarantee in respect of any amount due to them (or if the Company is so required by any of its creditors, the Company having, in its absolute discretion, repaid or provided guarantee in respect of such amount) pursuant to the notification procedure set out in Article 4.2 of the articles of association of the Company;

• (iv) for the purpose of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of a period of twelve months following the passing of this special resolution; or

• (c) the date on which the authority set out in this special resolution is revoked or varied by a special resolution of the shareholders of the Company in any general meeting; and

• (v) subject to approval of all relevant governmental authorities in the PRC for the repurchase of such H Shares being granted, the Board be hereby authorized to:

• (a) make such amendments to the articles of association accordingly as it thinks fit so as to reduce the registered share capital of the Company and to reflect the new capital structure of the Company upon the repurchase of H Shares of the Company as contemplated in paragraph (i) above; and

• (b) file the amended articles of association of the Company with the relevant government authorities of the PRC.”

By order of the Board of

Guangdong Kelon Electrical Holdings Company Limited Gu Chu Jun Chairman

Foshan City, Guangdong, the PRC, 26th November, 2004

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Notes:

1. The register of members of the Company will be closed from 16th December, 2004 to 15th January, 2005, both days inclusive, during which period no share transfers will be registered. To qualify for attendance at the extraordinary general meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar in Hong Kong, Hong Kong Registrars Limited of Rooms 1712-1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:00 p.m. on 15th December, 2004, for registration.

2. Shareholders intending to attend the extraordinary general meeting shall give written notice of the same to the Company, which shall be lodged at the registered office of the Company on or before 4:00 p.m. on 24th December, 2004.

3. Shareholders entitled to attend and vote at the extraordinary general meeting are entitled to appoint one or more persons (whether or not a shareholder of the Company) as their proxy to attend and vote on behalf of themselves.

4. In order to be valid, the form of proxy, together with a duly notarised power of attorney or other document of authority, if any, under which the form is signed must be deposited at the registered office of the Company not later than 24 hours before the time for holding the extraordinary general meeting.

5. Mr. Gu Chu Jun (“Mr. Gu”), age 45, is the Chairman of the Company. He has been an executive director of the Company since December 2001. Mr. Gu graduated with a Master’s degree in engineering from Tianjin University, the PRC. He is the inventor and patent rights holder of Greencool Refrigerants. Mr. Gu is also the founder of the Greencool Group (“the Greencool Group”). He is the chairman of the board of Greencool Enterprise Development Company Limited (“Greencool Enterprise Development”), Greencool Refrigerant (China) Company Limited (“Greencool Refrigerants China”), Hefei Meiling Company Limited, Greencool Technology Holdings Limited (“Greencool Tech”) and Yangzhou Yaxing Motor Coach Company Limited. Mr. Gu has over 18 years of experience in the refrigeration engineering and refrigerant industry. Prior to founding the Group, he taught at Tianjin University and devoted himself to the research of thermodynamics and refrigeration engineering.

Mr. Gu entered into a service agreement with the Company. Mr. Gu’s remuneration is HK$6,000,000 per annum which was determined based on Mr. Gu’s position in the Company.

1. Mr. Liu Cong Meng (“Mr. Liu”), age 59, has been an executive director and the ViceChairman of the Company since December 2001, he also accepted appointment as President and Chief Executive of the Company since January 2002. Mr. Liu joined the Greencool Group in July 1998. He is currently the executive director of Greencool Tech, a company listed on the Stock Exchange of Hong Kong. Mr. Liu obtained his Bachelor’s degree in Beijing University in the PRC and has extensive experience in economic management, environmental protection and international cooperation. Before he joined the Greencool Group, Mr. Liu held offices as a diplomat in the Chinese Embassies in various countries such as the United States of America. Mr. Liu also held office in the Department of International Cooperation of the Ministry of Agriculture in the PRC, during which time he was responsible for handling the PRC’s bilateral and multilateral economic and technical cooperation projects with international organisations such as the World Bank and other countries. In addition, Mr. Liu was also a member of the China National Committee for

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Pacific Economic Cooperation Council (PECC) and a guest foreign consultant to the Policy Secretariat of the Australian Centre for International Agricultural Research (ACIAR) of the Australian Government.

Mr. Liu entered into a service agreement with the Company. Mr. Liu’s remuneration is HK$1,800,000 per annum which was determined based on Mr. Liu’s position in the Company.

Mr. Li Zhen Hua (“Mr. Li”), age 52, has been an executive director and the Vice-Chairman of the Company since December 2001. After receiving his tertiary education, Mr. Li held offices as general manager of Shunde Wan Jia Le Group Limited, Chairman of Guangdong Macro Company Limited, General Manager of Shunde Cheng Shun Investment Company, chief of Rongqi Economic Development Committee, deputy secretary of Rongqi Town Communist Party Committee, deputy township chief of Rongqi, deputy chief of Ronggui Public Asset Management Committee, deputy secretary of Ronggui Town Communist Party Committee and deputy chief of Ronggui Town.

Mr. Li entered into a service agreement with the Company. Mr. Li’s remuneration is HK$1,800,000 per annum which was determined based on Mr. Li’s position in the Company.

1. Mr. Yan You Song (“Mr. Yan”), age 39, has been an executive director of the Company since December 2001. Mr. Yan joined the Greencool Group in 1995 as Vice-President of Beijing Greencool Environmental Protection Engineering Company Limited (“Beijing Greencool Environmental”). Mr. Yan obtained his Master’s degree in material studies from Beijing Aeronautics & Space-flight University in 1989. From 1991 to 1994, Mr. Yan held offices as Deputy Factory Manager and Chief Engineer in Beijing Dongshong Group Corporation Limited. Mr. Yan has led experiments using Greencool refrigerants in new products and has been active in the Greencool Group’s business negotiations.

Mr. Yan entered into a service agreement with the Company. Mr. Yan’s remuneration is HK$1,200,000 per annum which was determined based on Mr. Yan’s position in the Company.

1. Mr. Zhang Hong, (“Mr. Hong”), age 42, is a senior engineer. He has been an executive director of the Company since December 2001. He joined the Greencool Group in 1991 as an engineer. In 1995, Mr. Zhang was appointed Vice-President of Greencool Refrigerant China. In 1998, he held office as the Vice-President of Beijing Greencool Environmental. Mr. Zhang obtained his Bachelor’s degree in Technology in the Jiangsu Polytechnic University. He has 20 years experience in mechanical engineering, refrigeration engineering and air-conditioning engineering. Mr. Zhang gained extensive managerial experience through working as an officer for certain domestic and foreign enterprises for seven years.

Mr. Zhang entered into a service agreement with the Company. Mr. Zhang’s remuneration is HK$960,000 per annum which was determined based on Mr. Zhang’s position in the Company.

1. Mr. Fang Zhi Guo (“Mr. Fang”), age 42, has been an executive director of the Company since December 2001. He obtained his Bachelor’s degree in mechanical engineering from Tianjing University in July 1983 and his master’s degree in mechanical engineering from Tianjing Industrial University in December 1985. He became a lecturer and subsequently the Chair in the Mechanical Engineering faculty of Tianjin Industrial University between January 1986 and February 1995. Mr. Fang joined Greencool Refrigerant China as a director and Vice-President in 1995. He also became the Head of Greencool Refrigerent Research Institute. Mr. Fang has extensive experience in the manufacture and product design and

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development of refrigerants. He has an in-depth understanding in the research of the thermophysical characteristics of Greencool refrigerants. He is also well-experienced in enterprise and scientific research management.

Mr. Fang entered into a service agreement with the Company. Mr. Fang’s remuneration is HK$960,000 per annum which was determined based on Mr. Fang’s position in the Company.

1. Mr. Chan Pei Cheong, Andy (“Mr. Chan”), age 43, MBA, FCCA, FHKSA, ACIS, HKICS, has been an independent non-executive director of the Company since December 2001. He has extensive experience in financial management, investment and corporate finance. Mr. Chan was a director in the corporate finance department of a merchant bank, and during his office, he was involved in corporate restructuring, takeovers and capital markets work. Concurrently, Mr. Chan also worked in an international firm of auditors and specialised in corporate auditing and financial management. In the 1990s, Mr. Chan also joined the Listing Division of the Stock Exchange of Hong Kong Limited as a manager. His duties included reviewing, coordinating and approving arrangements for listing of companies, initial public offering, issue of derivatives and share buy-backs. Mr. Chan holds a Master’s degree in Business Administration from the University of Durham, England and a diploma in accountancy with honours from the Lingnan University in Hong Kong. He is also a fellow of the Association of Chartered and Certified Accountants, Hong Kong Society of Accountants (now named the Hong Kong Institute of Certified Public Accountants), a fellow of the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Company Secretaries. Mr. Chan is a certified practising accountant in Hong Kong and in the United Kingdom. Mr. Chan is currently a partner of an accounting firm in Hong Kong, and is an independent non-executive director of Rexcapital International Holdings Limited, a company listed on the Hong Kong Stock Exchange.

Mr. Chan entered into a service agreement with the Company. Mr. Chan’s remuneration is HK$360,000 per annum which was determined based on Mr. Chan’s position in the Company.

1. Mr. Li Kung Man (“Mr. Li”), age 47, has been an independent non-executive director of the Company since 2002. He has obtained a higher diploma from the Hong Kong Polytechnic University. He is also a fellow of The Chartered Association of Certified Accountants, United Kingdom and a member of the Hong Kong Society of Accountants (now named the Hong Kong Institute of Certified Public Accountants). He was an executive director of Mindun Group and Sunfore Group and he has extensive work experience in trading, manufacturing and property development. He was also engaged in accounting and auditing work with China Light & Power Co. Ltd. and PricewaterhouseCoopers. Mr Li is currently a director of Tak Wah Electronic Company Limited and an independent non-executive director of AKM Industrial Company Limited. Mr. Li has over twenty years of experience in the accounting field and working in business corporations. He also has a thorough understanding of financial management of companies (including China’s business environment).

Mr. Li entered into a service agreement with the Company. Mr. Li’s remuneration is HK$360,000 per annum which was determined based on Mr. Li’s position in the Company.

1. Mr. Xu Xiaolu (“Mr. Xu”) age 48, has been an independent non-executive director of the Company since 2003. He graduated in financial trading from Beijing Economics College. During 1982 and 1993, Mr. Xu took up various positions in the China National Petroleum Corporation (Petroleum Industrial Department), such as Head of Section, Deputy Head of Department and Head of Financial Department. From May 1993 to December 1999, Mr. Xu worked in CNPC (Hong Kong) Limited, during that time, Mr. Xu took up various positions such as executive director (1993-1996), Managing Director (1996-1997) and Vice-Chairman

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and President (1997-1999). Between 1999 to 2000, Mr. Xu joined PetroChina Company Limited as Assistant Secretary to the Board, the Company’s Authorised Representative in Hong Kong and Head of Investor Relations. During 2000 to 2003, Mr. Xu joined Sino InfoTech Holdings Limited as Managing Director. Since September 2003, Mr. Xu joined Beijing Fengde Investment Management Limited as a Chairman and Executive President.

Mr. Xu entered into a service agreement with the Company. Mr. Xu’s remuneration is HK$360,000 per annum which was determined based on Mr. Xu’s position in the Company.

1. Mr. Bai Yun Feng (“Mr. Bai”), age 42, has been a supervisor of the Company since 2002. He obtained his Bachelor’s degree in Automation from the Beijing Mechanical Engineering College. He then obtained a Master’s degree in Western Economics from Nan Kai University. Mr Bai previously worked as an engineer at the Beijing General Mechanical Research Institute, the Deputy Factory Director of Shenzhen Hua Mei Chemical Company Limited and the Deputy Head of China National Packaging Import and Export Corporation and the Senior Assistant to the President of Beijing Greencool Environmental. Mr. Bai currently works for Guangdong Kelon Air-conditioner Company Limited, a subsidiary of the Company, as Deputy General Manager.

Mr. Bai entered into a service agreement with the Company. Mr. Bai’s remuneration is RMB440,000 per annum which was determined based on Mr. Bai’s position in the Company.

1. Mr. Zeng Jun Hong (“Mr. Zeng”), age 31, graduated with a Master’s degree in Administration from the Beijing Graduate School of China University of Mining and Technology. In August 2001, Mr. Zeng joined Beijing Greencool Environmental as a project manager. In June 2002, Mr. Zeng became the assistant to the President of Jiangxi Greencool Enterprise Development Company Limited. In February 2004, he became the Deputy General Manager of Guangdong Kelon Fittings Company Limited. In July 2004, Mr. Zeng was appointed Chief Supervisor of the Company’s Procurement Centre.

Mr. Zeng entered into a service agreement with the Company. Mr. Zeng’s remuneration is RMB240,000 per annum which was determined based on Mr. Jiang’s position in the Company.

1. In accordance with the articles of association of the Company, the initial appointments for the directors, independent non-executive directors and supervisors will be for three years.

2. Save for Mr. Gu, none of the directors and supervisors is related to any director, senior management or substantial or controlling shareholders of the Company nor do they have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Gu is an executive director of the Company and is indirectly interested in 262,212,194 Legal Person Shares and 3,830,000 H Shares of the Company.

3. Greencool Enterprise Development owns 262,212,194 Legal Person Shares of the Company, representing 26.43% of the total issued share capital of the Company. Mr. Gu owns 60% interest of Greencool Enterprise Development.

4. Mr. Gu is a major shareholder, holding 62.5% of Greencool Tech, a company listed on the Hong Kong of Stock Exchange. Two of Greencool Tech’s subsidiaries own 3,830,000 H Shares issued by the Company, representing 0.39% of the total issued share capital of the Company.

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1. The registered address of the Company is: No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province.

Postal code: 528303 Tel: (86) 757 28362570 Fax: (86) 757 28361055 Contact person: Li Lin, Yu Wan Li

1. There are no other matters that need to be brought to the attention of the holders of securities of the Company in connection with the appointments.

As at the date of this notice, the Company’s executive directors are Mr. Gu Chu Jun, Mr. Liu Cong Meng, Mr. Li Zhen Hua, Mr. Yan You Song, Mr. Zhang Hong and Mr. Fang Zhi Guo; and the independent non-executive directors are Mr. Chan Pei Cheong, Andy, Mr. Li Kung Man and Mr. Xu Xiao Lu.

"Please also refer to the published version of this announcement in China Daily"

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