Medlive Technology Co., Ltd. - AGM Information 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular, you should obtain independent professional advice.

If you have sold or transferred all your Shares in HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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: 00921)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS AND

ELECTION OF DIRECTORS AND SUPERVISORS

AND

RESOLUTIONS SET FORTH IN THE NOTICE OF 2008 ANNUAL GENERAL MEETING

A notice convening the 2008 annual general meeting (the “AGM”) of Hisense Kelon Electrical Holdings Company Limited (the “Company”) to be held at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China (the “PRC”) on 26 June 2009 at 9:30 a.m. is set out on pages 13 to 20 of this circular. If you are not able to attend the AGM in person, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and deliver the same to the Company’s Branch Share Registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof if you so wish.

8 May 2009

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . .	3
Proposed Amendments to the Rules of Procedures for General Meetings . . . . .	7
Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Resolution on Provision for Impairment of Assets . . . . . . . . . . . . . . . . . . . . . .	11
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Procedure to Demand a Poll and Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“AGM”	A notice convening the 2008 annual general meeting (the
	“AGM”) of the Company to be held at the conference room
	of the Company’s head office, Shunde District, Foshan City,
	Guangdong Province, the People’s Republic of China (the
	“PRC”) on 26 June 2009 at 9:30 a.m., a notice of which is
	set out on pages 13 to 20 of this circular
“Articles of Association”	the articles of association of the Company
“Board”	the board of directors of the Company
“Company”	Hisense Kelon Electrical Holdings Company Limited, a
	company incorporated in the PRC with limited liability, the
	shares of which are listed on the main board of the Stock
	Exchange and the Shenzhen Stock Exchange
“Hisense Air-Conditioning”	Qingdao Hisense Air-Conditioning Co., Ltd. (青島海信空調
	有限公司), a subsidiary of Hisense Group
“Hisense Group”	Hisense Group Company Limited, a limited company
	incorporated in the PRC
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Shenzhen Stock Exchange”	The Shenzhen Stock Exchange

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LETTER FROM THE BOARD

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: 00921)

Directors:

Mr. Tang Ye Guo Mr. Zhou Xiao Tian

Ms. Yu Shu Min

Mr. Lin Lan

Ms. Liu Chun Xin Mr. Zhang Ming

Registered office: No. 8 Ronggang Road Ronggui Street Shunde District Foshan City Guangdong Province PRC

Independent non-executive Directors: Mr. Zhang Sheng Ping Mr. Lu Qing

Mr. Cheung Yui Kai, Warren

Principal place of business in Hong Kong: Room 3104-06 Singga Commercial Centre No. 148 Connaught Road West Hong Kong

8 May 2009

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS AND

ELECTION OF DIRECTORS AND SUPERVISORS AND

RESOLUTIONS SET FORTH IN THE NOTICE OF 2008 ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM which, upon approval, would enable the Company to:

(1) amend the Articles of Association;
(2) amend the Rules of Procedures for General Meetings;
(3) elect directors; and
(4) elect supervisors.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Pursuant to the “Decision concerning Amendments to Certain Provisions on Cash Dividends of Listed Companies (No. 57)” (“Provisions on Cash Dividends”) issued by the China Securities Regulatory Commission effective from 9 October 2008 and the relevant provisions under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the Company is required to amend the relevant articles of the Articles of Association in accordance with the aforesaid provisions. Details of such amendments are as follows:

1. The original Article 8.10 be deleted;

2. The original Article 8.11 be amended:

Original article: The board of directors, the supervisory committee and any shareholders who hold, individually or in aggregate, 3% or more shares of the Company shall be entitled to propose resolution(s).

Any shareholders who hold, individually or in aggregate, 3% or more shares of the Company shall be entitled to propose and submit in writing to the convener additional resolutions 10 days prior to the date of the general meeting. The convener shall issue a supplemental notice of the general meeting within the prescribed period to announce the contents of the additional resolution(s).

Except as prescribed in the above paragraph, after the notice of the general meeting has been issued, the convener shall not make any change in the proposed resolution(s) as set out in the notice of the general meeting nor add any new resolution(s).

When the largest shareholder proposes a new resolution on profit distribution, the proposed resolution shall be submitted to the board of directors at least ten days prior to the date of the annual general meeting for announcement by the board of directors. If the submission is made less than ten days prior to the date of the annual general meeting, the largest shareholder shall not propose any new resolution on profit distribution at the said annual general meeting.

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LETTER FROM THE BOARD

If online voting is adopted at the annual general meeting, any additional resolution so proposed shall be submitted to the board of directors at least ten days prior to the date of the annual general meeting for announcement by the board of directors. Any additional resolution proposed at the meeting or any other resolutions which have not been announced shall not be included in the agenda for voting at the general meeting.

If proposed resolutions are amended before the general meeting or proposed at the annual general meeting, the Company shall issue a supplemental notice of the general meeting within the prescribed period to disclose the contents of the amended proposals, or the names of shareholders proposing such additional resolution(s), their shareholdings and the contents of the new resolution(s).

If proposed resolutions are cancelled before the general meeting, the Company shall issue a notice of the cancellation of proposed resolution at least five trading days preceding the date of the general meeting to explain the specific reasons for such cancellation.

Shall be amended as: The board of directors, the supervisory committee and any shareholders who hold, individually or in aggregate, 3% or more shares of the Company shall be entitled to propose resolution(s).

Any shareholders who hold, individually or in aggregate, 3% or more shares of the Company shall be entitled to propose and submit in writing to the convener additional resolutions 16 days prior to the date of the general meeting. The convener shall issue a supplemental notice of the general meeting within the prescribed period to announce the contents of the additional resolution(s).

When the largest shareholder proposes a new resolution on profit distribution, the proposed resolution shall be submitted to the board of directors at least sixteen days prior to the date of the annual general meeting for announcement by the board of directors. If the submission is made less than sixteen days prior to the date of the general meeting, the largest shareholder shall not propose any new resolution on profit distribution at the said annual general meeting.

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LETTER FROM THE BOARD

If online voting is adopted at the annual general meeting, any additional resolution so proposed shall be submitted to the board of directors at least sixteen days prior to the date of the annual general meeting for announcement by the Board. Any additional resolution proposed at the meeting or any other resolutions which have not been announced shall not be included in the agenda for voting at the general meeting.

A general meeting shall not be postponed or cancelled without any proper reason after the notice of the general meeting has been issued. The resolution(s) set out in the notice of the general meeting shall not be deleted. When the general meeting is to be postponed or cancelled, the convener shall make an announcement specifying the reasons for such postponement and cancellation at least 2 working days prior to the date on which the general meeting is originally scheduled to be held.

3. The original Article 8.26 be amended:

Original article: Save and except for voting by attending the general meeting, the board of directors may decide whether to provide an online voting platform to the shareholders in convening the general meeting of the Company. However, where the Company convenes its general meeting to consider such matters as set out in Article 8.36 hereunder, the online voting platform shall be provided to the shareholders. Relevant requirements issued by China Securities Regulatory Commission and the Shenzhen Stock Exchange shall be complied with when implementing online voting for the Company’s general meeting.

Where the online voting is adopted for the general meeting, all shareholders whose names appear on the register of members on the record date for the purpose of the general meeting, are entitled to exercise their voting rights through the online voting system of the general meeting, provided that the voting right of the same share shall be exercised through only one of the following ways: on-the-spot voting, online voting or otherwise as specified. In the event that the voting right of the same share is repeatedly exercised by means of on-the-spot voting and online voting , the onthe-spot voting shall prevail.

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LETTER FROM THE BOARD

Where the shareholders of the Company or their proxies exercise their voting rights through the online voting system of the general meeting, they shall participate in the online voting within the effective time as stipulated in the notice of the general meeting.

Shareholders of the Company or their proxies shall be entitled to examine their voting results through the online voting system for the general meeting.

Shall be amended as: Save and except for voting by attending the general meeting, the board of directors may decide whether to provide an online voting platform to the shareholders in convening the general meeting of the Company. Relevant requirements issued by China Securities Regulatory Commission and the Shenzhen Stock Exchange shall be complied with when implementing online voting for the Company’s general meeting.

Where the online voting is adopted for the general meeting, all shareholders whose names appear on the register of members on the record date for the purpose of the general meeting, are entitled to exercise their voting rights through the online voting system for the general meeting, provided that the voting right of the same share shall be exercised through only one of the following ways: on-the-spot voting, online voting or otherwise as specified. In the event that the voting right of the same share is repeatedly exercised by means of on-the-spot voting and online voting, the on-the-vote voting shall prevail.

Where the shareholders of the Company or their proxies exercise their voting rights through the online voting system for the general meeting, they shall participate in the online voting within the effective time as stipulated in the notice of the general meeting.

Shareholders of the Company or their proxies shall be entitled to examine their voting results through the online voting system for the general meeting.

4. The original Article 15.20 be amended:

Original article: The Company may distribute dividends in the following ways:

(1) Cash;
(2) Shares.

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LETTER FROM THE BOARD

Shall be amended as: The profit distribution policies of the Company are:

(1) The profit distribution of the Company shall focus on reasonable return in investment of investors, and the profit distribution policies of the Company shall achieve continuity and stability;
(2) The Company may distribute dividends in cash or shares, and may distribute interim cash dividends. The aggregate of profit distributed by the Company in cash over the three preceding years shall not be less than thirty per cent of the average distributable profit for the three preceding years;
(3) If the board of directors of the Company has not made any proposal for cash profit distribution, the reason(s) for the non-distribution of dividends and the use of the undistributed funds retained by the Company shall be disclosed in its periodic reports, and the Independent Directors shall provide an independent opinion thereon.

Effects of the Proposed Amendments:

The Proposed Amendemnts will enable the Company to comply with the provisions of the “Rules Governing General Meetings of Listed Companies” and the Provisions on Cash Dividends issued by China Securities Regulatory Commission, to meet the requirements of the Listing Rules and to enhance the governance structure of the Company.

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

Pursuant to the relevant provisions under the Listing Rules, the Company is required to amend the relevant rules of the Rules of Procedures for General Meetings in accordance with the aforesaid provisions. Details of such amendments are as follows:

1. The original Rule 9 be amended:

Original rule: When the Company convenes a general meeting, a notice of the meeting shall be given by way of announcement forty-five days before the date of the meeting (exclusive) to notify all shareholders.

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LETTER FROM THE BOARD

Under the circumstances specified in Rule 43, the Company shall, after the issue of the notice of the general meeting, re-issue the notice within three days after the share registration date.

The contents of the notice of general meeting shall be prepared in accordance with the requirements of the Articles of Association.

Shall be amended as: When the Company convenes a general meeting, a notice of the meeting shall be given by way of announcement forty-five days before the date of the meeting (exclusive) to notify all shareholders.

The contents of the notice of general meeting shall be prepared in accordance with the requirements of the Articles of Association.

2. The original Rule 15 be amended:

Original rule: Any shareholders who hold, individually or in aggregate, three per cent or more of shares of the Company carrying voting rights may put forward resolution(s), and may propose and submit in writing to the convener any additional resolution(s) 10 days prior to the date of the general meeting. Upon receipt of the proposed resolution(s), the convener shall issue a supplemental notice of the general meeting within the prescribed period to announce the contents of such proposed resolution(s).

The general meeting shall not vote on and resolve any resolution not stated in the notice of the general meeting or any resolution which do not meet the requirements in Rule 13.

Shall be amended as: Any shareholders who hold, individually or in aggregate, three per cent or more of shares of the Company carrying voting rights may put forward resolution(s), and may propose and submit in writing to the convener any additional resolution(s) 16 days prior to the date of the general meeting. Upon receipt of the proposed resolution(s), the convener shall issue a supplemental notice of the general meeting within the prescribed period to announce the contents of such proposed resolution(s).

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LETTER FROM THE BOARD

The general meeting shall not vote on and resolve any resolution not stated in the notice of the general meeting or any resolution which do not meet the requirements in Rule 13.

3. The original Rule 40 be amended:

Original rule: The voting of any resolution at the general meeting shall be taken by a poll by way of registered vote. Each shareholder shall exercise his voting rights in accordance with the number of voting shares represented by him and shall be entitled to one vote for each share held.

Save and except for voting by attending the general meeting, the board of directors may decide whether to provide an online voting platform to the shareholders in convening the general meeting of the Company. However, where the Company convenes its general meeting to consider such matters as set out in Rule 46, the online voting platform shall be provided to the shareholders.

Relevant requirements issued by China Securities Regulatory Commission and the Shenzhen Stock Exchange shall be complied with when implementing online voting for the Company’s general meeting.

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LETTER FROM THE BOARD

Shareholders of the Company or their proxies shall be entitled to examine their voting results through the online voting system for the general meeting.

Shall be amended as: The voting of any resolution at the general meeting shall be taken by a poll by way of registered vote. Each shareholder shall exercise his voting rights in accordance with the number of voting shares represented by him and shall be entitled to one vote for each share held.

Relevant requirements issued by China Securities Regulatory Commission and the Shenzhen Stock Exchange shall be complied with when implementing online voting for the Company’s general meeting.

Where the online voting is adopted for the general meeting, all shareholders whose names appear on the register of members on the record date for the purpose of the general meeting, are entitled to exercise their voting rights through the online voting system for the general meeting, provided that the voting right of the same share shall be exercised through only one of the following ways: on-the-spot voting, online voting or otherwise as specified. In the event that the voting right of the same share is repeatedly exercised by means of on-the-spot voting and online voting, the on-the-spot voting shall prevail.

Shareholders of the Company or their proxies shall be entitled to examine their voting results through the online voting system for the general meeting.

ELECTION OF DIRECTORS

Before the directors of the seventh Board assuming their offices, the directors of the sixth Board will continue to discharge their duties of directors in accordance with the requirements of the relevant laws, administrative regulations and other regulatory documents and the Articles of Association of the Company.

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LETTER FROM THE BOARD

RESOLUTION ON PROVISION FOR IMPAIRMENT OF ASSETS

A provision for inventory impairment amounting to RMB12,510,100 was recognized; a provision for impairment of fixed assets amounting to RMB5,056,000 was recognized; and a provision for bad debt amounting to RMB12,273,400 was recognized. No related parties are involved in the provisions for impairment stated above.

ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 13 to 20 of this circular. A form of proxy for use at the AGM is enclosed with this circular. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon, and must be lodged, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, with the Company’s Branch Share Registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the AGM or any adjournment thereof if they so wish.

PROCEDURE TO DEMAND A POLL AND VOTING BY POLL

In accordance with article 8.28 of the Articles of Association, a poll may be demanded in any general meeting of the Company by:

(A) the chairman of the meeting; or
(B) at least two Shareholders with voting rights or their proxies; or
(C) one or more shareholder(s) (including their proxies) representing, individually or in aggregate, 10% or more of all shares carrying the voting rights at the general meeting.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes casted at the AGM will be taken by poll and it is contemplated the chairman of the meeting will make such demand at the AGM and will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

RECOMMENDATIONS

The Board is of the opinion that the resolutions to be proposed at the AGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommend the shareholders to vote in favor of all resolutions set out in the notices of the AGM.

Yours faithfully,

By Order of the Board of

Hisense Kelon Electrical Holdings Company Limited

Tang Ye Guo

Chairman

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NOTICE OF ANNUAL GENERAL MEETING

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: 00921)

NOTICE OF 2008 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2008 annual general meeting (the “AGM”) of Hisense 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, the People’s Republic of China (the “PRC”) on 26 June 2009 at 9:30 a.m. to consider and, if thought fit, approve the following resolutions:

ORDINARY RESOLUTIONS

(1) To consider and approve the report of the board of directors for the year 2008;
(2) To consider and approve the report of the supervisory committee for the year 2008;
(3) To consider and approve the annual report and its summary for the year 2008;
(4) To consider and approve the profit distribution proposal for the year 2008;
(5) To consider and approve the resolution on the reappointment of Guangdong Dahua Delu Certified Public Accountants and BDO McCabe Lo Limited as the domestic and overseas auditors of the Company respectively for the financial year of 2009 and to authorize the board of directors to fix their remuneration;
(6) To consider and approve the resolution relating to the provision for impairment of assets of the Company;
(7) To consider and approve the resolution on the amendments to the relevant provisions of the “Rules of Procedures for General Meetings”;

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NOTICE OF ANNUAL GENERAL MEETING

(8) Resolutions on the election of the board of directors;
(1) To consider and approve the election of Mr. Tang Ye Guo(6) as a director of the seventh board of directors of the Company and to fix the level of his remuneration;
(2) To consider and approve the election of Mr. Zhou Xiao Tian(7) as a director of the seventh board of directors of the Company and to fix the level of his remuneration;
(3) To consider and approve the election of Ms. Yu Shu Min(8) as a director of the seventh board of directors of the Company and to fix the level of her remuneration;
(4) To consider and approve the election of Mr. Lin Lan (9) as a director of the seventh board of directors of the Company and to fix the level of his remuneration;
(5) To consider and approve the election of Mr. Zhang Ming(10) as a director of the seventh board of directors of the Company and to fix the level of his remuneration;
(6) To consider and approve the election of Ms. Liu Chun Xin(11) as a director of the seventh board of directors of the Company and to fix the level of her remuneration;
(12)
(7) To consider and approve the election of Mr. Zhang Sheng Ping as an independent non-executive director of the seventh board of directors of the Company and to fix the level of his remuneration;
(8) To consider and approve the election of Mr. Lu Qing(13) as an independent nonexecutive director of the seventh board of directors of the Company and to fix the level of his remuneration;
(9) Resolutions on the election of the supervisory committee;
(1) To consider and approve the election of Mr. Guo Qing Cun(14) as a shareholder representative supervisor of the seventh supervisory committee of the Company and to fix the level of his remuneration;
(15)
(2) To consider and approve the election of Mr. Gao Zhong Xiang as a shareholder representative supervisor of the seventh supervisory committee of the Company and to fix the level of his remuneration; and

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NOTICE OF ANNUAL GENERAL MEETING

(10) To consider and approve that the board of director be granted an authority at the general meeting of the Company to fix the annual remuneration (equal to or below RMB1,000,000 (before taxation)) of the chairman of the seventh of the board of directors.

SPECIAL RESOLUTIONS

(1) To consider and approve the resolution on the amendments to the relevant provisions of the Articles of Association of the Company;

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

Foshan City, Guangdong, the PRC, 8 May 2009

As at the date of this notice, the Company’s directors are Mr. Tang Ye Guo, Mr. Zhou Xiao Tian, Ms. Yu Shu Min, Mr. Lin Lan, Ms. Liu Chun Xin and Mr. Zhang Ming; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.

Notes:

(1) Holders of H shares who intend to attend the AGM shall complete and return the written reply slip to the registered office of the Company no later than Friday, 5 June 2009. To qualify for attendance at the AGM, all transfer documents of H shares, together with the relevant share certificates, must be lodged for registration with the Company’s Branch Share Registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:00 p.m. on Tuesday, 26 May 2009.
(2) Shareholders who have the right to attend and vote at the AGM are entitled to appoint one or more persons (whether or not a shareholder of the Company) as their proxies to attend and vote on their behalf at the AGM.
(3) Holders of domestic shares and H shares of the Company whose names appear on the register of members of the Company at the close of business on 26 May 2009 (Tuesday) (including the holders of H shares of the Company who have submitted transfer verification forms on or before 26 May 2009) are entitled to attend the AGM. The register of members of the Company will be closed from 27 May 2009 (Wednesday) to 26 June 2009 (Friday) (both days inclusive), during which period no transfer of shares will be effected.

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NOTICE OF ANNUAL GENERAL MEETING

(4) To be valid, the form of proxy, together with a power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power of attorney or other authority, must be deposited 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, not less than 24 hours before the time fixed for holding of the AGM or any adjournment thereof.
(5) 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 2836 2570 Fax: (85) 757 2836 1055 Contact persons: Ms. Li Lin and Mr. Mei Shi Liang

(6) Mr. Tang Ye Guo , aged 46, was the deputy general manager and chief accountant of 青島海信電器股份有限公司 (Qingdao Hisense Electrical Co., Ltd.) (“Hisense Electrical”); the general manager of Hisense Electrical from November 1999 to August 2003; an assistant to the president and the vice president of Hisense Group Company Limited (“Hisense Group”), and the general manager and chairman of the board of directors of Qingdao Hisense Air-Conditioning Company Limited (“Hisense Air-Conditioning”) from August 2003 to September 2005. Mr. Tang was appointed as the chairman of the board of directors of Hisense Air-Conditioning and a director of Hisense Electrical (a company listed in China) and the president of the Company from September 2005 to June 2006. He has acted as chairman of the board of directors of Hisense Air-Conditioning, a substantial shareholder of the Company, and the chairman of the Board since June 2006.

Save as disclosed above, Mr. Tang has not held any directorship in any other listed companies for the past three years nor any shares of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Tang is related to the directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. During the term of his directorship, Mr. Tang has not received any director’s remuneration from the Company. Mr. Tang is to stand for election as the director of the Company. If elected, Mr. Tang’s term of office will commence from the date of his appointment at the AGM until the expiry of the term of the seventh Board.

Save as disclosed above, Mr. Tang confirms that there is no other matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter that needs to be brought to the attention of the shareholders of the Company.

(7) Mr. Zhou Xiao Tian , aged 50, served as an engineer in the refrigerant department of BSH Bosch und Siemens Hausgeraete GmbH（德國博世西門子集團）, the department head of the research and development department of a refrigerator factory (Chuzhou, the PRC) of BSH Bosch und Siemens Hausgeraete GmbH, the general manager of the PRC technological center of BSH Bosch und Siemens Hausgeraete GmbH and the department manager of the refrigerant department and refrigerant system department of BSH Bosch und Siemens Hausgeraete GmbH. From November 2006 to July 2008, Mr. Zhou also served as the Secretary-General (representing Germany) of Freezer and Compressor Subcommittee (SC61C) of the International Electrotechnical Commission (IEC). From March 2008 to December 2008, he served as the vice president of the Company. From December 2008 to date, he has been serving as the president of the Company. He has been an executive director of the Company since February 2009. He has been serving as chairman of Hisense Beijing and Hisense Nanjing since May 2009.

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NOTICE OF ANNUAL GENERAL MEETING

Save as disclosed above, Mr. Zhou has not held any directorship in any other listed companies for the past three years nor any shares of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Zhou is related to the directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. During the term of his directorship, Mr. Zhou has not received any director’s remuneration from the Company. Mr. Zhou is to stand for election as the director of the Company. If elected, Mr. Zhou’s term of office will commence from the date of his appointment at the AGM until the expiry of the term of the seventh of the Board.

Save as disclosed above, Mr. Zhou confirms that there is no other matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter that needs to be brought to the attention of the shareholders of the Company.

(8) Ms. Yu Shu Min , aged 58, has successively served as the deputy secretary to the party committee of 青島市電子儀錶工業總公司 (Qingdao Municipal Electronics Instrument Industrial Corporation), the deputy secretary to the party committee and the vice president of Hisense Group, the general manager of Hisense Electrical, the chief executive officer of Hisense Group and the chairman of the board of directors of Hisense Electrical. Ms. Yu has been the vice chairman of the board of directors and the president of Hisense Group and the chairman of the board of directors of Hisense Electrical (a company listed in China) since July 2001. She has been an executive director of the Company since June 2006.

Save as disclosed above, Ms. Yu has not held any directorship in any other listed companies for the past three years nor any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Ms. Yu is related to the directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. During the term of her directorship, Ms. Yu has not received any director’s remuneration from the Company. Ms. Yu is to stand for election as the director of the Company. If elected, Ms. Yu’s term of office will commence from the date of her appointment at the AGM until the expiry of the term of the seventh Board.

Save as disclosed above, Ms. Yu confirms that there is no other matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter that needs to be brought to the attention of the shareholders of the Company.

(9) Mr. Lin Lan , aged 51, served as the manager of the Power System Software Development Department of 西門子諮詢公司 (Simons, currently known as “AMEC Limited” in the UK) between 1995 and 1998, and was responsible for the development and management of the simulative systems for dynamic power systems, large-scale paper manufacturing plants and large chemical plants. From 1998 to May 2002, Mr. Lin acted as a senior project manager and senior engineer for GE 動力系統公司 (GE Power Systems), responsible for the advancement of equipment and technologies of several thermal power plants and atomic power plants. Mr. Lin acted as the vice president of the Company from September 2002 to June 2006. Since July 2006, he has served as the vice president of Hisense Group. He has served as the director of the Company since June 2006.

Save as disclosed above, Mr. Lin has not held any directorship in any other listed companies in the past three years nor any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Lin is related to the directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries as mentioned above. During the term of his directorship, Mr. Lin has not received any director’s remuneration from the Company. Mr. Lin is to stand for election as the director of the Company. If elected, Mr. Lin’s term of office will commence from the date of his appointment at the AGM until the expiry of the term of the seventh Board.

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NOTICE OF ANNUAL GENERAL MEETING

Save as disclosed above, Mr. Lin confirms that there is no other matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter that needs to be brought to the attention of the shareholders of the Company.

(10) Mr. Zhang Ming , aged 38, joined Hisense Group in July 1995. Hehas successively served as the deputy head of capital operation department, the deputy chief officer of the strategy study department and chief officer of the strategy development department of Hisense Group from August 1998 to February 2004. Mr. Zhang acted as the chief supervisor at the capital operation department of Hisense Group from February 2004 to June 2006. He served as a director of the Company from 26 June 2006 to 13 November 2006; From 28 June 2006 to date, Mr. Zhang has been working as a director in Huayi Compressor Holdings Company Limited (a company listed in the PRC). He has been a vice president of the Company since June 2006. He has acted as a director of the Company since 16 April 2008.

Save as disclosed above, Mr. Zhang has not held any directorship in any other listed companies in the past three years nor any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Zhang is not related to the directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. During the term of his directorship, Mr. Zhang has not received any director’s remuneration from the Company. Mr. Zhang is to stand for election as the director of the Company. If elected, Mr. Zhang’s term of office will commence from the date of his appointment at the AGM until the expiry of the seventh B.

Save as disclosed above, Mr. Zhang confirms that there is no other matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter that needs to be brought to the attention of the shareholders of the Company.

(11) Ms. Liu Chun Xin , aged 40, a certified public accountant, a registered tax advisor and an economist. She served as project manager, department manager and senior manager in various accountant firms for years. She has years of experience in auditing and consultation on financial management and has been responsible for planning on the corporate restructuring, restructuring and conversion, asset and capital verification and provision of management consultation on the corporate restructuring of several enterprises. She has served as a vice president of the Company since November 2006. From June 2007 to date, Mr. Liu has been working as a director in Huayi Compressor Holdings Company Limited (a company listed in the PRC). She has been a director of the Company since 8 August 2007.

Save as disclosed above, Ms. Liu has not held any directorship in any other listed companies for the past three years nor any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Ms. Liu is not related to the directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries.

During the term of her directorship, Ms. Liu has not received any director’s remuneration from the Company. Ms. Liu is to stand for election as the director of the Company. If elected, Ms. Liu’s term of office will commence from the date of her appointment at AGM until the expiry of the term of the seventh Board.

Save as disclosed above, Ms. Liu confirms that there is no other matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter that needs to be brought to the attention of the shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

(12) Mr. Zhang Sheng Ping , aged 44, graduated from Shandong University with a master’s degree of science, from Nankai University with a doctorate in economics, and from Peking University with a doctorate in finance. From July 1987 to June 2000, he had been working as a teaching fellow, lecturer and an associate professor at the School of Economics of Shandong University. Since August 2002, he has been an associate professor at the Guanghua School of Management of Peking University. He has acted as an independent non-executive director of Yin Zuo Bohai Group Co., Ltd. (a company listed in the PRC) and the Company since June 2006.

Save as disclosed above, Mr. Zhang has not held any directorship in any other listed companies for the past three years nor any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, Mr. Zhang does not have any relationship with any of the directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. During his term of office as an independent nonexecutive director of the Company. Mr. Zhang is entitled to an annual emolution in an amount of RMB60,000 from the Company as the independent non-executive director. Such emolution shall be determined by the remuneration and appraisal committee of the Board based on his work performance and the level of rumeration offered by other listed companies in the same industry.

Mr. Zhang is to stand for election as the independent non-executive director of the Company. If elected, Mr. Zhang’s term of office will commence from the date of his appointment at the AGM until the expiry of the term of the seventh Board.

(13) Mr. Lu Qing , aged 42, a postgraduate of the master’s degree in finance, senior accountant, the partner of 中和正信會計師事務所 (Zhonghe ZhengXin Certified Public Accountants), and a council member of 山東省會計學會 (Shandong Provincial Accounting Society). He is also a registered accountant on securities and futures and a certified assets valuer in the PRC. From 2003 to date, he has been the partner of 中和正信會計師事務所 (Zhonghe ZhengXin Certified Public Accountants). In January 2002, he completed the training course for independent directors of listed companies jointly organized by the China Securities Regulatory Commission and Fudan University. He has served as an independent nonexecutive director of the Company since June 2006.

Save as disclosed above, Mr. Lu has not held any directorship in any other listed companies for the past three years nor any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, Mr. Lu does not have any relationship with any of the directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. During his term of office as an independent non-executive director of the Company , Mr. Lu is entitled to an annual emolution in an amount of RMB60,000 from the Company as the independent non-executive director. Such emolution shall be determined by the remuneration and appraisal committee of the Board based on his work performance and the level of rumeration offered by other listed companies in the same industry. Mr. Lu is to stand for election as the independent non-executive director of the Company. If elected, Mr. Lu’s term of office will commence from the date of his appointment at the AGM until the expiry of the term of the seventh Board

Save as disclosed above, Mr. Liu confirms that there is no other matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter that needs to be brought to the attention of the shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

(14) Mr. Guo Qing Cun , aged 55, was a lecturer, associate professor and professor of Shandong University and held various positions at the university, including the deputy president of the Institute of Science, an assistant to the head of School of Management and the chief officer of the Research Centre of Technology Law and Intellectual Property Rights, from 1987 to 2002. In 1998, he was nominated as a Professional Technology Talent in Shandong Province. Mr. Guo was a visiting scholar of the faculty of law at Peking University in 1995. After attaining the qualification of practicing lawyer in the national examination in 1986, he acted as part-time lawyer in the legal advisory office in Shandong and Wenhan Law Firm（文翰律師事務所）. From 2002 to date, he has served as an assistant to the president and vice president of Hisense Group. He has served as a supervisor of the Company since 5 December 2006.

Save as disclosed above, Mr. Guo has not held any directorship in any other listed companies for the past three years nor any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Guo is related to the directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries as mentioned above. During the term of his supervisorship, Mr. Guo has not received any supervisor’s remuneration from the Company. Mr. Guo is to stand for election as a shareholder representative supervisor of the Company. If elected, Mr. Guo’s term of office will commence from the date of his appointment at the AGM until the expiry of the seventh supervisory committee of the Company.

Save as disclosed above, Mr. Guo confirms that there is no other matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter that needs to be brought to the attention of the shareholders of the Company.

(15) Mr. Gao Zhong Xiang , aged 41, worked at Zhengzhou Branch of Four Company of Seventh Construction Bureau（中國建築第七工程局四公司鄭州公司）, Guangdong Guangshou Land Development Company（廣東廣壽房地開發公司）and Guangzhou Qinling Land Development Company Limited （廣州麒麟房地產開發有限公司）. Since March 2002, Mr. Gao has been working in the Guangzhou office of China Finance Asset Management Corporation which is a substantial shareholder of the Company. Mr. Gao is the manager of the five business departments of China Finance Asset Management Corporation. Mr. Gao also holds the directorships in Shantou Huashan Electronic Devices Co., Ltd., Guangzhou South China Rubber Tire Co., Ltd. and Zhuhai Yuhua Polyester Co., Ltd., and acts as the supervisor of Guangzhou Weidagao Industry Co., Ltd. He has been working as a supervisor of the Company since August 2008.

Save as disclosed above, Mr. Gao has not held any directorship in any other listed companies for the past three years nor any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, Mr. Gao does not have any relationship with any of the directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. During term of his supervisorship, Mr. Gao has not received any supersor’s remuneration from the Company.

Mr. Gao is to stand for election as a shareholder representative supervisor of the Company. If elected, Mr. Gao’s term of office will commence from the date of his appointment at the AGM until the expiry of the term of the seventh supervisory committee of the Company.

Save as disclosed above, Mr. Gao confirms that there is no other matter that needs to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited nor any other matter that needs to be brought to the attention of the shareholders of the Company.

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AI assistant

Medlive Technology Co., Ltd. AGM Information 2009

50436_rns_2009-05-07_f3df2c41-4405-4284-86df-f87004693877.pdf

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龍電器股份有限公司

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

AND

CONTENTS

DEFINITIONS

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龍電器股份有限公司

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS AND

ELECTION OF DIRECTORS AND SUPERVISORS AND

RESOLUTIONS SET FORTH IN THE NOTICE OF 2008 ANNUAL GENERAL MEETING

INTRODUCTION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. The original Article 8.10 be deleted;

2. The original Article 8.11 be amended:

LETTER FROM THE BOARD

3. The original Article 8.26 be amended:

4. The original Article 15.20 be amended:

Effects of the Proposed Amendments:

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

1. The original Rule 9 be amended:

2. The original Rule 15 be amended:

LETTER FROM THE BOARD

3. The original Rule 40 be amended:

ELECTION OF DIRECTORS

RESOLUTION ON PROVISION FOR IMPAIRMENT OF ASSETS

ANNUAL GENERAL MEETING

PROCEDURE TO DEMAND A POLL AND VOTING BY POLL

RECOMMENDATIONS

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龍電器股份有限公司

NOTICE OF 2008 ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

AI assistant

Medlive Technology Co., Ltd. — AGM Information 2009

50436_rns_2009-05-07_f3df2c41-4405-4284-86df-f87004693877.pdf

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龍電器股份有限公司

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

AND

CONTENTS

DEFINITIONS

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龍電器股份有限公司

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS AND

ELECTION OF DIRECTORS AND SUPERVISORS AND

RESOLUTIONS SET FORTH IN THE NOTICE OF 2008 ANNUAL GENERAL MEETING

INTRODUCTION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. The original Article 8.10 be deleted;

2. The original Article 8.11 be amended:

LETTER FROM THE BOARD

3. The original Article 8.26 be amended:

4. The original Article 15.20 be amended:

Effects of the Proposed Amendments:

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES FOR GENERAL MEETINGS

1. The original Rule 9 be amended:

2. The original Rule 15 be amended:

LETTER FROM THE BOARD

3. The original Rule 40 be amended:

ELECTION OF DIRECTORS

RESOLUTION ON PROVISION FOR IMPAIRMENT OF ASSETS

ANNUAL GENERAL MEETING

PROCEDURE TO DEMAND A POLL AND VOTING BY POLL

RECOMMENDATIONS

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龍電器股份有限公司

NOTICE OF 2008 ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

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Medlive Technology Co., Ltd. AGM Information 2009