Medlive Technology Co., Ltd. — AGM Information 2005

Jun 6, 2005

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)

AMENDMENT OF RESOLUTION TO BE CONSIDERED AT THE 2004 ANNUAL GENERAL MEETING

The resolution regarding reappointment of auditors of the Company set out in the Company’s notice of annual general meeting dated 28th April, 2005 will be amended. At the Company’s annual general meeting to be held on 28th June, 2005, BDO McCabe Lo & Company and Shenzhen Dahua Tiancheng Certified Public Accountants will be proposed to be appointed as the Company’s foreign and local auditors for the year 2005.

On 3rd June 2005, the board of directors (the “Directors”) of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) passed a written resolution.

The notice containing the resolution was sent to the Directors on 23rd May, 2005 by fax, by telephone and by mail. The number of Directors who attended the meeting were nine. The meeting was convened in accordance with the Company Law of the People’s Republic of China and the articles of association of the Company.

Nine votes were cast in favour of the resolution in relation to “Resolution amending the shareholders resolution to be considered at the Company’s 2004 annual general meeting”. The board resolution was duly passed.

In accordance with the requirements of the Company’s articles of association and the relevant securities laws and regulations, the Company proposes to appoint Shenzhen Dahua Tiancheng Certified Public Accountants and BDO McCabe Lo & Company respectively as the Company’s local and foreign auditors and to authorise the Directors to determine their remuneration. It was resolved by the Directors that this shareholders resolution will be proposed at the 2004 annual general meeting of the Company.

In accordance with the requirements of 《關於加強社會公眾股股東權益保護的若干規定》、 《關於上市公司建立獨立董事制度的指導意見》, the Company’s independent non-executive directors Mr. Chan Pei Cheong, Mr. Li Kung Man and Mr. Xu Xiao Lu considered carefully “Regarding the amendments to the shareholders resolution to be proposed at the Company’s 2004 annual general meeting” and agreed that “Regarding the amendments to the shareholders resolution to be proposed at the Company’s 2004 annual general meeting” should be proposed at the Company’s board meeting and gave independent opinion, the three independent non-executive directors considered that the board resolution in relation to amendments to the shareholders resolution is in accordance with the Company’s articles of association and is in compliance with the Listing Rules of the Shenzhen Stock Exchange and other relevant securities laws and regulations.

As regards the appointment of Shenzhen Dahua Tiancheng Certified Public Accountants and BDO McCabe Lo & Company as the Company’s local and foreign auditors for the Company’s 2005 financial year, the three independent non-executive directors agreed with such proposal and agreed that it should be proposed at the Company’s board meeting for consideration.

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Apart from the above amendments to the shareholders resolution, no other matters to be considered at the Company’s 2004 AGM have been amended. For details of the other shareholders resolutions, please see the Company’s announcements issued in Hong Kong Commercial Daily and China Daily on 29th April, 2005 and China Securities Journal and Securities Times on 30 April 2005.

As the Company received notice from the Company’s foreign auditors, Deloitte Touche Tohmatsu and its local auditors, Deloitte Touche Tohmatsu CPA Limited (together, “Deloitte”) on 11th May, 2005 that they would resign as auditors of the Company, they will therefore not seek re-appointment as auditors of the Company at the Company’s annual general meeting on 28th June, 2005. The Company has already made an announcement in this relation on 13th May, 2005 in China Securities Journal, Securities Times, Hong Kong Commercial Daily and China Daily.

In light of the above and in accordance with requirements of the Company’s articles of association and the relevant securities and regulations, the Company’s original proposal to re-appoint Deloitte as the Company’s 2005 auditors will now be amended to appoint Shenzhen Dahua Tiancheng Certified Public Accountants and BDO McCabe Lo & Company as the Company’s 2005 local and foreign auditors.

A copy of this Announcement and a revised proxy form for the Company’s 2004 annual general meeting will be despatched to shareholders.

By order of the Board of Guangdong Kelon Electrical Holdings Company Limited Gu Chu Jun Chairman

As at the date of this announcement, 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, 3rd June, 2005

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

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