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Medlive Technology Co., Ltd. — AGM Information 2005
Jun 9, 2005
50436_rns_2005-06-09_351613a9-01c4-4a72-82e3-ff8aa2c13d70.pdf
AGM Information
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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: 0921)
FURTHER NOTICE OF THE 2004 ANNUAL GENERAL MEETING
The Board of Directors of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) announced on 28 April 2005 that the 2004 Annual General Meeting, Second Extraordinary General Meeting of Holders of Domestic Shares in 2005 and Second Extraordinary General Meeting of Holders of Overseas-listed Foreign Shares in 2005 will be held on 28 June 2005. An announcement was subsequently issued on 3 June 2004 regarding amendments to a resolution to be considered at the 2004 Annual General Meeting. According to Article 8.10 of the Articles of Association of the Company, if the number of shareholders intending to attend the general meetings represent less than half of the total number of shares of the Company conferring rights to vote thereat, the Company has to notify shareholders of the relevant businesses to be transacted, date and venue of the meetings in the form of a public announcement. The Company hereby announces the relevant matters of the 2004 Annual General Meeting as follows:
(1) General information of the meeting
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Date and time: 11:00, 28 June 2005, Tuesday
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Venue: Conference Room in the head office of the Company in Shunde District, Foshan City, Guangdong Province, the PRC
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Convenor: Board of Directors of the Company
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Procedure: By poll
(2) Matters to be transacted
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to consider and, if thought fit, pass the following resolutions as ordinary resolutions:
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(1) To consider and approve the report of the Directors of Guandong Kelon Electrical Holdings Company Limited for the year 2004.
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(2) To consider and approve the audited annual financial statements of Guangdong Kelon Electrical Holdings Company Limited for the year 2004.
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(3) To consider and approve the profit distribution proposal of the company for the year 2004.
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(4) To consider and approve the appointment of Shenzhen Dahua Tiancheng Certified Public Accountants and BDO Mc Cabe Lo & Company as the Company’s 2005 local and foreign auditors and to authorize the Directors to fix their remuneration.
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(5) To consider and approve the proposed amendments to “The Rules and Regulations Governing Shareholders’ Meetings”.
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(6) To consider and approve the proposed amendments to “The Rules and Regulations Governing Directors’ Meetings”.
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(7) To consider and approve the proposed amendments to “The Rules and Regulations Governing Supervisors’ Meetings”.
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(8) To consider and approve the proposed amendments to “Regulations of Information Disclosure”.
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(9) To consider and approve the report of Supervisory Committee of Guangdong Kelon Electrical Holdings Company Limited for the year 2004.
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to consider and, if thought fit, pass the following resolutions as special resolutions:
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(10) To consider and approve the proposed amendments to the Company’s Articles of Association set out in the Company’s Notice of Annual General Meeting dated 28 April 2005 and to authorize the Board of Directors to present the Company’s amended Articles of Association to the relevant PRC government authorities.
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(11) To grant to the Board of Directors of the Company general mandate to repurchase H Shares of the Company using the internal resources of the Company.
For details of Resolutions 1 to 3 and 5 to 11 above, please refer to China Securities Daily and Securities Daily published on 30 April 2005 and Hong Kong Commercial Daily and China Daily on 29 April 2005.
For details of Resolution 4 above, please refer to China Securities Daily and Securities Daily published on 4 June 2005 and Hong Kong Commercial Daily and China Daily on 6 June 2005.
(3) Persons eligible for the meeting
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Holders of the Company’s shares whose names appeared on the shareholders’ register of the Company at the close of business of 27 May 2005 are eligible to attend the 2004 Annual General Meeting by person or by their appointee(s), provided that they have returned the reply slip (please refer to annex 1 for details) for the meeting on or before 8 June 2005 (within the periods from 8:30 to 11:00 and 13:30 to 16:30);
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Directors, supervisors and senior management of the Company; and
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Professionals engaged by the Company.
(4) Registration for the 2004 Annual General Meeting
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Domestic shareholders who are corporations shall have completed registration procedures in person, or by post or fax for non-local shareholders, by producing to the Secretariat for the Board of Directors of the Company copies of their business licences, shareholder’s account cards, powers of attorney of the statutory representatives and identity cards of the attendees on or before 8 June 2005 (within the periods from 8:30 to 11:00 and 13:30 to 16:30);
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Domestic shareholders who are individuals shall have completed registration procedures in person, or by post or fax for non-local shareholders, by producing to the Secretariat for the Board of Directors of the Company their identity cards and shareholder’s account cards on or before 8 June 2005 (within the periods from 8:30 to 11:00 and 13:30 to 16:30); and
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Holders of H shares wishing to attend the 2004 Annual General Meeting of the Company shall have returned the aforementioned reply slip to the Company in person, by post or fax on or before 8 June 2004, and shall have lodged the relevant transfers and share certificates to Computershare Hong Kong Investor Services Limited at or before 16:00, 27 May 2005.
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Proxies appointed by shareholders shall have completed registration procedures in person, or by post or fax for non-local shareholders, by producing to the Secretariat for the Board of Directors of the Company their identity cards, forms of proxy (see annex 2), shareholder’s account cards and identity cards of the relevant shareholders on or before 8 June 2005 (within the periods from 8:30 to 11:00 and 13:30 to 16:30).
(5) Reminder
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Holders of H shares (“H Shares”) of RMB1.00 each of the Company are reminded that the register for H share transfer is closed from 28 May 2005 to 28 June 2005.
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Shareholders attending the Annual General Meeting shall be responsible for their transportation and accommodation costs.
(6) Contact Information
Address of the Secretariat for the Board of Directors of the Company:
Secretariat for the Board of Directors of Guangdong Kelon Electrical Holdings Company Limited No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province, the PRC Tel: (0757) 28362570 28362148 Fax: (0757) 28361055 Postal code: 528303 Contact persons: Yu Wan Li, Li Lin
By Order of the Board of
Guangdong Kelon Electrical Holdings Company Limited Gu Chu Jun Chairman
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.
Foshan City, Guangdong, the PRC, 9 June, 2005
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ANNEX 1: REPLY SLIP
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: 0921)
REPLY SLIP FOR THE 2004 ANNUAL GENERAL MEETING OF GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED
Pursuant to the Articles of Association of the Company, the Company Law of the People’s Republic of China and the relevant regulations, all shareholders of the Company intending to attend the 2004 Annual General Meeting of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) shall complete the following reply slip:
Name: Shareholding: Shares ID Card No.: Tel.: Address: Date: Signature:
Notes:
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Domestic and foreign shareholders whose names appeared in the shareholders’ register of the Company at the close of business of 27 may 2005, Friday (including those foreign shareholders who have lodged verified share transfer applications on or before 27 May 2005). The share register of the Company will be closed from 28 May 2005, Saturday, to 28 June 2005, Tuesday.
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Please complete this slip in BLOCK letters. Copies of this slip are acceptable.
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Please attach a copy of your identity card.
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Please attach a copy of document evidencing your shareholding.
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This slip should be returned to the Company on or before 8 June 2005 in person, by post or by fax.
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(1) For lodging in person or by post, please address to:
Secretariat for the Board of Directors of Guangdong Kelon Electrical Holdings Company Limited No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province, the PRC Postal code: 528303
- (2) For lodging by fax, please send to:
Guangdong Kelon Electrical Holdings Company Limited Fax: 86-757-28361055
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ANNEX 2: FORM OF PROXY
Mr./Ms. is hereby delegated in full as the proxy to attend and vote on behalf of my company (me) at the 2004 Annual General Meeting of Guangdong Kelon Electrical Holdings Company Limited.
Signature (seal) of shareholder:
Shareholdings of shareholder: Signature of proxy: Date: 2005
ID card no. of shareholder: Shareholder’s account no.: ID card no. of proxy:
"Please also refer to the published version of this announcement in China Daily"
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