Medlive Technology Co., Ltd. — AGM Information 2007

Dec 30, 2007

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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) of Hisense Kelon Electrical Holdings Company (the “Company”) will be held at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province, the PRC at 2:00 p.m. on 15 February 2008 for the purpose of considering and, if thought fit, approving with or without modification, the following resolutions. Unless otherwise defined, capitalised terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated 31 December 2007:

Resolutions in relation to the Acquisition

SPECIAL RESOLUTIONS

1. “ THAT each of the following items in relation to the Acquisition be and is hereby approved”

2. (a) “ THAT the proposal for the Acquisition be and is hereby approved.”

3. (b) “Method of issue: THAT the non-public issue of A Shares be and is hereby approved.”

4. (c) “Type of shares to be issued: THAT the issue of A Shares denominated in Renminbi in the ordinary share capital of the Company be and is hereby approved.”

5. (d) “Nominal value of shares: THAT the issue of A Shares with a par value of RMB1.00 each be and is hereby approved.”

6. (e) “Size of the issue: THAT the issue of 364,097,421 A Shares be and is hereby approved.”

7. (f) “Target subscribers: THAT the issue of A Shares to Qingdao Hisense be and is hereby approved.”

8. (g) “Issue price: THAT the issue price of RMB6.98 per A Share be and is hereby approved.”

9. (h) “Lock up arrangement: THAT the A Shares issued to Qingdao Hisense will not be traded or transferred for a period of 36 months from the date of issue be and is hereby approved.”

10. (i) “Validity of the resolutions: THAT the resolutions in relation to the Acquisition remain valid for a period of twelve months following the approval by the Shareholders at the EGM be and is hereby approved.”

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• (j) “Profit distribution arrangement: THAT all Shareholders (including those holders of A Shares to be issued hereof) be entitled to share all undistributed profits of the Company immediately before the issue of A Shares be and is hereby approved.”

Resolution in relation to the amendments to the Articles of Association

SPECIAL RESOLUTION

1. “ THAT the Articles of Association be and are hereby amended as follows:

Article 2.2 of the Articles of Association shall be amended from “The scopes of operation of the Company: development and manufacture of domestic appliances such as refrigerators, domestic and overseas sales of products and provision of after-sale services, transportation of self-operated products. The scopes of operation of the Company are in accordance with the scopes of operation approved by the industry, commerce and administrative authorities. The Company may adjust the scopes and the ways of operation and establish branch institutions in response to changes in market conditions and its own needs of operation under approval from the review and approval authorities from time to time.” to “The scopes of operation of the Company: development and manufacture of domestic appliances such as refrigerators, air-conditioners, freezers and washing machines, domestic and overseas sales of products and provision of after-sale services, transportation of self-operated products. The scopes of operation of the Company are in accordance with the scopes of operation approved by the industry, commerce and administrative authorities. The Company may adjust the scopes and the ways of operation and establish branch institutions in response to changes in market conditions and its own needs of operation under approval from the review and approval authorities from time to time.”

Article 3.5 of the Articles of Association shall be amended from “The total number of ordinary shares issued by the Company was approximately 992,006,563 shares, of which overseas listed foreign shares accounted for 459,589,808 shares, representing 46.33% of the total share capital while domestically-listed domestic shares accounted for 532,416,755 shares, representing 53.67% of the total share capital.” to “The total number of ordinary shares issued by the Company was approximately 1,356,103,984 shares, of which overseas listed foreign shares accounted for 459,589,808 shares, representing 33.89% of the total share capital while domestically-listed domestic shares accounted for 896,514,176 shares, representing 66.11% of the total share capital.”

Article 3.8 of the Articles of Association shall be deleted.

Article 3.8 of the Articles of Association currently reads as “After the issuance of A-shares, the total number of paid-up capital was 992,006,563 shares, and the registered capital of the Company was RMB992,006,563. The entire capital of the Company was divided into shares of equal amount with a nominal value of RMB1 per share.”

Articles 3.9, 3.10, 3.11, 3.12 and 3.13 of the Articles of Association shall be renumbered as Articles 3.8, 3.9, 3.10, 3.11 and 3.12.

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A new Article 7.8 shall be inserted to the Articles of Association to read as “The directors, supervisors and senior managements of the Company have the obligation to protect the capital of the Company from being embezzled by the controlling shareholder or the beneficial controller. In the case of directors and senior managements of the Company assisting or conniving the controlling shareholder or its subsidiaries in misappropriating the assets of the Company, the board of directors of the Company shall inflict punishment on the directly responsible persons and remove the directors with significant responsibilities. In the case of the controlling shareholder or beneficial controller of the Company misappropriating the assets of the Company, including but not limited to, the capital of a listing company, the board of directors of the Company shall immediately apply to the People’s Court in the name of the Company to legally freeze the assets of the Company embezzled and the shares of the Company held by the controlling shareholder or beneficial controller. For any misappropriated assets of the Company that cannot be restored to the original form or repaid in cash by the controlling shareholder or beneficial controller, the board of directors of the Company shall restitute the misappropriated assets of the Company by realizing the shares of the Company held by the controlling shareholder or beneficial controller in accordance with the provisions and procedures of the relevant laws, rules and regulations.”

The original Article 7.8 of the Articles of Association shall be renumbered as Article 7.9 and shall be amended to read as “The controlling shareholder set out in Articles 7.6, 7.7 and 7.8 of the Articles of Associations refer to persons meeting one of the following criteria: (1) shareholders whose shareholding account for more than fifty percent of the entire share capital of the Company; (2) shareholders whose shareholding account for less than fifty percent but the voting rights entitled by the shares held are sufficient to cause significant influence to the resolutions of shareholders’ meetings and general meetings.”

The original Article 7.9 of the Articles of Association shall be renumbered as Article 7.10

Article 10.3 of the Articles of Association shall be amended from “Both the board of directors and the supervisory committee of the Company are entitled to propose resolutions at general meetings to nominate candidates for directorship or to change directors of the Company. In addition, shareholders holding or aggregately holding more than five percent of the total number of issued shares with voting rights are entitled to propose resolutions at general meetings to change directors of the Company. However, when nominating the directorship candidates, the maximum number of nominees shall be determined in accordance with the ratio of one directorship candidate for every five percent of the total number of shares with voting rights (the remaining balance not making up to five percent will be ignored and not taken into account). The written notice of the intention to propose directorship candidates and the statement of acceptance of nomination by the nominees shall not be delivered to the board of directors of the Company before the day following the despatch of the notice of general meeting for the directors election, and shall not be later than seven days before the holding of the general meeting. The resolutions related to the nomination of directorship candidates and change of directors shall be subject to the provisions of these Articles of Association.” to “Both the board of directors and the supervisory committee of the Company are entitled to propose resolutions at general meetings to nominate candidates for directorship or to change directors of the Company. In addition, shareholders holding or aggregately holding more than three percent of the total number of issued shares with voting rights are entitled to propose resolutions at general meetings to change directors of the Company. However, when nominating the

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directorship candidates, the maximum number of nominees shall be determined in accordance with the ratio of one directorship candidate for every three percent of the total number of shares with voting rights (the remaining balance not making up to three percent will be ignored and not taken into account). The written notice of the intention to propose directorship candidates and the statement of acceptance of nomination by the nominees shall not be delivered to the board of directors of the Company before the day following the despatch of the notice of general meeting for the directors election, and shall not be later than seven days before the holding of the general meeting. The resolutions related to the nomination of directorship candidates and change of directors shall be subject to the provisions of these Articles of Association.”

Resolutions in relation to the waiver pursuant to the Takeover Procedures in respect of the obligation on Qingdao Hisense to acquire further Shares by way of an offer and resolutions in relation to the waiver pursuant to the Takeovers Code in respect of the obligation on Qingdao Hisense and its concert parties to make a mandatory general offer

ORDINARY RESOLUTION

1. (a) “ THAT the waiver in respect of the obligation on Qingdao Hisense to acquire further Shares by way of an offer (other than those already owned by Qingdao Hisense) be and is hereby approved and an application be made by Qingdao Hisense to CSRC for such waiver in accordance with clause 62(3) of the Takeover Procedures.”

2. (b) “ THAT , subject to the Executive granting to Qingdao Hisense and parties acting in concert with it the Whitewash Waiver and the satisfaction of any conditions attached to the Whitewash Waiver imposed by the Executive, the waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code in respect of the obligation on Qingdao Hisense and parties acting in concert with it to make a mandatory general offer to the Shareholders to acquire Shares (other than those already owned or agreed to be acquired by Qingdao Hisense and parties acting in concert with it) pursuant to the Acquisition which would otherwise arise under Rule 26.1 of the Takeovers Code as a result of the allotment and issue of Consideration Shares be and is hereby approved.”

Resolution in relation to the Non-exempt Continuing Connected Transactions contemplated under the Business Co-operation Framework Agreement

ORDINARY RESOLUTION

1. “ THAT the Non-exempt Continuing Connected Transactions contemplated under the Business Cooperation Framework Agreement dated 28 December 2007, and the annual caps proposed to be adopted therefor be and are hereby approved.”

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Resolutions in relation to the authorisation of the Board to deal with, in its absolute discretion, all matters relating to the non-public allotment and issue of Consideration Shares

ORDINARY RESOLUTIONS

1. “ THAT , the Board be and is hereby authorised to deal with, in its absolute discretion and to the extent permitted by the relevant laws and regulations, all matters relating to the non-public allotment and issue of Consideration Shares, as they may consider necessary or expedient, including without limitation:

2. (a) to formulate and implement the proposal for the allotment and issue of Consideration Shares in accordance with the proposal approved by the Shareholders at the EGM, including but not limited to fixing the timetable for the allotment and issue of Consideration Shares;

3. (b) to revise the proposal for the allotment and issue of Consideration Shares for the purposes of complying with the relevant laws and regulations and the requirements of the relevant securities regulatory authorities in Hong Kong and the PRC;

4. (c) to handle all matters in relation to the listing of the Consideration Shares on the Shenzhen Stock Exchange;

5. (d) to handle all matters in connection with the Acquisition; and

6. (e) such authorisation will be valid for 12 months following the approval by the Shareholders at the EGM.”

Suspension of trading in the H Shares

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 CSRC 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 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

People’s Republic of China, 31 December 2007

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Notes:

• (1) H Shareholders intending to attend the EGM shall give written reply slip, as attached, to the Company (which may be delivered in person, by post or by fax) which shall be lodged at the registered office of the Company on or before 25 January 2008. To qualify for attendance at the EGM, all H Shares 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 15 January 2008 for registration.

• (2) Shareholders entitled to attend and vote at the EGM 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. 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 EGM.

• (3) Holders of domestic Shares and H Shares whose names appear on the register of members of the Company as at or before the close of business of 15 January 2008 (including holders of H Shares who have submitted verification transfer forms on or before 15 January 2008) will be entitled to attend the EGM. The register of members of the Company will be closed from 16 January 2008 to 15 February 2008 (both days inclusive).

• (4) The place for registration is: Securities Department, Hisense Kelon Electrical Holdings Company Limited, No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province. Postal code: 528303 Tel: (86) 757 2836 2570 Fax (86) 757 2836 1055 Contact person: Li Lin, Lv Yan Song, Mei Shi Liang.

• (5) Appointment of proxies

• (i) Each shareholder who has the right to attend and vote at the EGM is entitled to appoint one or more proxies, whether they are Shareholders or not, to attend and vote on his behalf at the EGM. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.

• (ii) Proxies of the Shareholders must be appointed in writing and the appointment must be signed by the Shareholders or their agents who have been duly authorised in writing. If the instrument of appointment of the proxy is signed by an agent of the Shareholder, the power of attorney or other authority of the agent must be notarially certified. In order to be valid, the notarially certified copy of such power of attorney or other authority, together with the instrument of appointment of the proxy, shall be deposited at the Company’s branch share registrar, Hong Kong Registrars Limited at the address given in Note (1) above, not less than 24 hours before the time appointed for holding of the EGM.

• (6) Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

• (7) Voting on the resolutions to approve the Acquisition, the Non-exempt Continuing Connected Transactions and the Whitewash Waiver will be conducted by way of poll as required under the Listing Rules and the Takeovers Codes, respectively.

• (8) Qingdao Hisense, its associates and parties acting in concert with it will abstain from voting in respect of resolutions no. 1(a) to 1(j), 3, 4 and 5 proposed to be considered and approved at the EGM.

• (9) Resolutions no. 3(a) and (b) shall be voted as a single resolution only.

• (10) Resolutions no. 5(a), 5(b), 5(c), 5(d) and 5(e) shall be voted as a single resolution only.

As at the date of this announcement, the Company’s executive 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.

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