Medlive Technology Co., Ltd. — AGM Information 2007

Dec 30, 2007

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HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED

海信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)

NOTICE FOR THE FIRST EXTRAORDINARY GENERAL MEETING AND THE FIRST EXTRAORDINARY GENERAL MEETING FOR HOLDERS OF DOMESTIC SHARES OF KELON ELECTRICAL HOLDINGS COMPANY LIMITED IN 2008

This announcement is made pursuant to R13.09(1) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

The first extraordinary general meeting (the “EGM”) of Kelon Electrical Holdings Company Limited (the “Company”) in 2008 will be held at 2:00 p.m. on Friday, 15 February 2008, and the first extraordinary general meeting for holders of domestic shares of the Company in 2008 (the “Domestic EGM”) will be held at 2:30 p.m. on the same day. The Company hereby announces the relevant matters of the meetings as follows:

Ⅰ、 Time and venue of the meetings

1. Time:

Convening time of the First 2008 EGM: 2:00 p.m. on Friday, 15 February 2008, Convening time of the First 2008 Domestic EGM: 2:30 p.m. on Friday, 15 February 2008. The holders of A shares of the Company can also participate in online voting at the same time.

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Details are as follows:

Time of online voting through trading system: from 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on Friday, 15 February 2008;

Time of voting through internet voting system: any time from 3:00 p.m. on Thursday, 14

February 2008 to 3:00 p.m. on Friday, 15 February 2008.

1. Place of the meetings: Conference Room at the Head Office, No.8, Ronggang Road,

Ronggui Street, Shunde District, Foshan City, Guangdong Province, PRC

Ⅱ、 Convener: the Board of Directors of the Company

Ⅲ、 Date for registration of shareholders: 15 January 2008

Ⅳ、 Voting methods for the meetings: on-the-spot voting and online voting

• Ⅴ、 Resolutions to be considered and approved in the meetings

1. Resolutions to be considered and approved in the first 2008 EGM

(1) Resolution regarding the proposal to acquire assets by the allotment and issue of shares and voting each of the following items by separate resolution (special resolutions):

① Method of issue: allotment and issue of shares

• ② Type of shares to be issued: domestic ordinary shares denominated in RMB (A shares)

③ Nominal value of shares: RMB1 each

• ④ Size of the issued: 364,097,421 shares

• ⑤ Target subscribers: Qingdao Hisense Air-conditioning Co., Ltd (“Hisense

Air-conditioning”)

⑥ Issue price: RMB 6.98 per share

⑦ Lock-up period arrangement: the shares subscribed by Hisense Air-conditioning pursuant

to this allotment and issue of shares are subject to a lock-up period of 36 months from the

date of issue

• ⑧ Valid period: one year from the date of resolutions made in the general meetings

⑨ Arrangement for the undistributed profits before this issue: the undistributed profits before

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this issue will be shared by the new and existing shareholders.

(2) Resolution regarding amendment to certain provisions in the Articles of Association (passed at the 2006 annual general meeting held on 18 June 2007) (special resolution)

(3)Resolution regarding the waiver in relation to the obligation of Qingdao Hisense Air-conditioning Co., Ltd to make a mandatory general offer to all shareholders in accordance with the provisions and requirements of the Mainland China and Hong Kong (the “Whitewash Waiver”) (ordinary resolution)

(4)To consider and approve the Second Business Co-operation Framework Agreement and the continuing connected transactions contemplated thereunder (ordinary resolution)

(5) Resolution regarding authorizing the Board of Directors to take all actions relating to the allotment and issue of shares (ordinary resolution):

To authorize the board of directors to take all actions for implementing the allotment and issue of A shares as permitted by laws, including but not limited to:

① To authorize the board of directors to formulate and implement the proposal for the allotment and issue of shares based on the proposal considered and approved in the EGM, including but not limited to fixing a timetable for the allotment and issue of shares.

② To authorize the Board of Directors to make adjustment to the allotment and issue of share proposal in the event of any changes in policies of the regulatory authorities regarding placing of shares in the Mainland China and Hong Kong.

③ To authorize the Board of Directors to implement the listing of the issued shares on the Shenzhen Stock Exchange after the issue of shares.

④ To authorize the Board of Directors to implement any other matters regarding the asset acquisition by this issue of shares.

⑤ The authorization will be valid for one year from the date of passing of the resolutions in the general meeting of the Company.

2. Resolutions to be considered and approved in the first 2008 Domestic EGM

(1)Resolution regarding the proposal to acquire assets by the allotment and issue of shares and voting each of the following items by separate resolution (special resolutions):

① Method of issue: allotment and issue of shares

② Type of shares to be issued: domestic ordinary shares denominated in RMB (A shares)

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③ Nominal value of shares: RMB1 each

④ Size of the issued: 364,097,421 shares

⑤ Target subscribers: Qingdao Hisense Air-conditioning Co., Ltd (“Hisense

Air-conditioning”)

⑥ Issue price: RMB 6.98 per share

⑦ Lock-up period arrangement: the shares subscribed by Hisense Air-conditioning pursuant to this allotment and issue of shares are subject to a lock-up period of 36 months from the date of issue

⑧ Valid period: one year from the date of resolutions made in the general meetings

⑨ Arrangement for the undistributed profits before this issue: the undistributed profits before this issue will be shared by the new and existing shareholders.

The special resolutions are subject to approval by more than two-thirds of the total shares held by the shareholders with voting right attending the meetings. The ordinary resolutions are subject to approval by more than half of the total shares held by the shareholders with voting right attending the meetings. Shareholders with connected interests shall abstain from voting the relevant resolutions.

Ⅵ、 Persons who are eligible to attend the meetings

1. Directors, supervisors and senior management of the Company.

2. The shareholders of the Company whose names appear on the register of

members of the Company as at the close of afternoon trading session on Tuesday, 15 January 2008 or their proxy are entitled to attend the EGM and Domestic EGM if they could

complete and return the reply slip (see Appendix I) to attend the general meetings on or before Friday, 25 January 2008 (from 8:30 a.m. to 11:00 a.m. and from 1:30 p.m. to 4:30 p.m.).

1. Representatives from Professional parties representatives and legal counsel for witnessing purpose

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Ⅶ、 Registration procedure during the meetings

1. Registration method:

(1) The corporate shareholders of domestic shares intended to attend the first EGM and the first domestic EGM in 2008 shall register with copies of business licenses, shareholder account cards, authorization letters of representatives and attendants’ IDs. The holders of domestic shares shall register personally with IDs and shareholder account cards or by way of letters or fax.

(2) The proxy shall register personally or by way of letters or fax in case of shareholders who are resident in other places, with proxy’s ID, authorities (see Appendix II), shareholder account cards of appointers and appointers’ IDs.

1. Time for registration: on or before 25 January 2008

(from 8:30 a.m. to 11:00 a.m. and 1:30 p.m. to 4:30 p.m.).

1. Place for registration: The Securities Department, Hisense Kelon Electrical Holdings Company Limited, No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China.

Postal code: 528303

Fax: (0757) 28361055

Ⅷ、 Procedure of online voting shareholders’ identities verification and online voting

Remarks: If the shareholders participate in online voting, the first resolution and each sub-resolution of this EGM and the first resolution and each sub-resolution of this Domestic EGM will not be voted separately. The voting results will be applicable to the corresponding resolutions of this EGM and this Domestic EGM.

1. Procedure of identity verification of shareholders

Pursuant to the Implementation Measures of identity verification for investor online service of Shenzhen Stock Exchange, shareholders can verify their identity by service password or digital certificate. To apply a service password, shareholders should visit the website http://www.szse.cn or http://wltp.cninfo.com.cn and register under the password services section by filling in information and setting a password, which is to be activated and used half a day afterwards. To apply for a digital certificate, shareholders may submit their

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applications to Shenzhen Securities Information Company or its issuing agency.

1. By using such service password or digital certificate, a shareholder may cast his vote through the internet voting system at http://wltp.cninfo.com.cn.

2. Voting period for shareholders

Online voting will be available on the trading system during the period from 9:30 a.m. to

11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on Friday, 15 February 2008.

Online voting will be available on the Internet voting system at any time during the period from 3:00 p.m. on Thursday 14 February 2008 to 3 p.m. on Friday 15 February 2008, unaffected by trading period.

1. Notes on voting

(1) Voting code of these meetings: 360921; Voting abbreviation: Kelon voting

(2) A resolution cannot be voted more than once. The first vote will prevail in case of multiple votings. Non-compliant vote will be invalid and will not be counted in the voting statistics.

(3) If investors only vote for one or certain resolutions, resolutions not voted will be regarded as receiving abstaining vote. If investors cast their votes on sub-resolutions first and then cast their votes on general resolutions, the voting intention for sub-resolutions voted shall prevail. Other resolutions not voted shall be based on the voting intention of the general resolutions. If investors cast their votes on general resolutions, and then cast their votes on sub-resolutions, the voting intention for the general resolutions shall prevail.

(4)If shareholders participate in online voting and on-the-spot voting, the voting result shall be based on on-the-spot voting.

(5) Enquiry on the voting results: Investors who have voted through the trading system may check their voting results through the Securities Sales Department. Investors who have voted through the internet system may check their individual voting records after 6:00 p.m ont that day by logging on the internet voting system of the Shenzhen Stock Exchange

（http://wltp.cninfo.com.cn ）through clicking “Voting Enquiry”.

1. Voting procedures for shareholders:

2. (1)Transaction type: Buy;

(2) Fill in the resolution number under the item ‘entrusted price’. For example, Rmb1.00

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represents the first resolution. Rmb 2.00 represents the second resolution, and so on and so forth. Each resolution shall be cast vote by corresponding entrusted price separately. There are a total 14 resolutions to be voted in this EGM. If investors cast a general vote on all resolutions, they shall choose Rmb100.00 to represent all resolutions to be voted.

Resolutions to be voted in this EGM and the corresponding entrusted price are follows

Resolution No.	Content of the resolution	Corresponding entrusted price (Rmb)
General resolution	A general vote for all resolutions	100.00
1	Resolution regarding the proposal to acquire assets by the allotment and issue of shares	1.00
2	Issue method: allotment and issue of shares	2.00
3	Type of shares to be issued: domestic ordinary shares denominated in RMB (A shares)	3.00
4	Nominal value of the shares: RMB1.00 each	4.00
5	Number of shares to be issued: 364,097,421 shares	5.00
6	Issue target: Qingdao Hisense Air-conditioning Co., Ltd	6.00
7	Issue price: RMB 6.98 per share	7.00
8	Lock-up period arrangement: the shares subscribed by Hisense Air-conditioning in this share placement are subject to a lock-up period of 36 months after completion the share placement	8.00

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9	Valid period: one year from the date of resolutions made in the general meetings	9.00
10	Arrangement for the undistributed profits before this issue: the undistributed profits before this issue will be shared by new and existing shareholders	10.00
11	Resolution regarding the waiver in relation to the obligation ofQingdao Hisense Air-conditioning Co., Ltd to make a general offer to all shareholders for this Acquisition in accordance with the provisions and requirements of the Mainland China and Hong Kong (the “Whitewash Waiver”)	11.00
12	The Second Business Cooperation Framework Agreement and the continuing connected transactions contemplated thereunder	12.00
13	Resolution regarding amendment to certain provisions in the Articles of Association (passed by 2006 annual general meeting held on 18 June 2007)	13.00
14	Resolution regarding authorizing the Board of Directors to take all actions relating to this allotment and issue of shares	14.00

(3) Fill in your voting decision under “Number of shares entrusted”. One share represents

affirmative vote. Two shares represent objecting vote. Three shares represent abstaining vote.

For example, the affirmative vote, objecting vote and abstaining vote for the first resolution are as follows:

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Transaction type	Voting code	Voting abbreviation	Price	Number of shares entrusted	Representing voting decision
Buy	360921	Kelon voting	Rmb 1.00	1 share	affirmative
Buy	360921	Kelon voting	Rmb 1.00	2 shares	objecting
Buy	360921	Kelon voting	Rmb 1.00	3 shares	abstaining

Ⅸ、 Others

1. Shareholders of the Company attending the 2008 first EGM and Domestic EGM shall be responsible for their own transportation and accommodation costs.

2. During the online voting period, if the voting system is affected by any material incident, the procedure of these meetings will be based on the notification on that date.

3. Contact information:

Telephone: 0757-28362570

Fax: 0757-28361055

Contact persons: Yu Wan Li, Hu Bing Ming and Wan Wen Juan

Suspension of Trading in the H shares of the Company

At the request of the Company, trading in the H Shares of the Company was suspended from 28 April 2005 to 10 May 2005, and has remained suspended since 10:00 a.m. on 16 June 2005, initially following various press releases regarding the investigation by the China Securities and Regulatory Commission on Greencool Technology Holdings Limited in connection with the possible misappropriation of funds of the Company. Greencool Technology Holdings Limited was then an indirect shareholder of the Company controlled by Mr. Gu Chu Jun, who was the then executive director and chairman of the Company and the controlling shareholder of Guangdong Greencool Enterprise Development Company Limited, the then single largest shareholder of the Company.

The Company is currently reviewing the relevant documents in relation to the suspension of H Shares, the events leading to such suspension and the actions taken by the Company and

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will submit a resumption proposal to the Stock Exchange as soon as practicable.

By order of the Board of Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman

As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Mr Yang Yun Duo, Mr Wang Shi Lei, Ms. Yu Shu Min，Mr. Lin Lan and Ms. Liu Chun Xin; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.

Foshan City, Guangdong, the PRC, 28 December 2007

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Appendix I: Reply slip

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED

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

Reply Slip For The First Extraordinary General Meeting And The First Extraordinary General Meeting For Holders Of Domestic Shares Of Kelon Electrical Holdings Company Limited In 2008

Pursuant to the Articles of Association of Hisense Kelon Electrical Holdings Company Limited (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 first extraordinary general meeting (“EGM”) and the first extraordinary general meeting for holders of domestic shares (the “ Domestic EGM”) in 2008 shall complete the following reply slip:

Name: ___ Shareholding: ___ Shares ID Card No.: _ Telephone Number:____ _ Address:____________

Date: ___Signature:_________

Remarks:

1. Holders of A shares of the Company whose names appear on the register of members of the Company as at the close of the afternoon trading session on Tuesday, 15 January 2008 will be entitled to attend the EGM.

2. Please complete this slip in BLOCK CAPITALS. Copies of this slip are acceptable.

3. Please attach a copy of your identify card.

4. Please provide a copy of document evidencing your shareholding.

5. This slip should be returned to the Company on or before Friday, 25 January 2008 in

person, by post or by fax.

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6.(1) For lodging in person or by post, please address to: The Securities Department, Hisense Kelon Electrical Holdings Company Limited, No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China. Postal code: 528303

• (2) For lodging by fax, please send to:

Hisense Kelon Electrical Holdings Company Limited

Fax No.:86-757-28361055

Appendix II: Proxy Form

I/We hereby appoint Mr./Ms.______ as my/our proxy to attend and vote on behalf of me/us at the the first extraordinary general meeting and the first extraordinary general meeting for holders of domestic shares of Hisense Kelon Electrical Holdings Company Limited in 2008

Appointor (seal): __ Appointor’s identity card number:______

Number of shares held by the appointor: _Shareholder account number of the appointor: _____

Proxy (Signature): __ Proxy’s identity card number:_______

Date of appointment: _____

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