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Medlive Technology Co., Ltd. — AGM Information 2010
Dec 3, 2010
50436_rns_2010-12-03_7bc33042-c2d7-489b-8307-fdf8b70e143b.pdf
AGM Information
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NOTICE OF EXTRAORDINARY GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.
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 EXTRAORDINARY GENERAL MEETING
Reference is made to the announcement on resignation of director, change of authorized representative and appointment of directors of Hisense Kelon Electrical Holdings Company Limited (the “Company”) dated 2 December 2010 and announcement on continuing connected transactions dated 3 December 2010.
NOTICE IS HEREBY GIVEN that the First 2011 extraordinary general meeting (the “ EGM ”) of 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 20 January 2011 at 9:30 a.m. to consider and, if thought fit, pass the following resolutions as ordinary resolutions:
ORDINARY RESOLUTIONS
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To approve the appointment of Mr. Wang Ai Guo(7) as an independent non-executive director of the seventh session of the board of directors of the Company and to fix the level of emoluments to be received by Mr. Wang;
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To approve the motion on the adjustment to the emoluments of the independent nonexecutive director, Mr. Zhang Sheng Ping as an independent non-executive director;
With the objectives to better enhance the role of an independent non-executive director of the Company in the decision-making process and to motivate the independent non-executive director to contribute to the Company with his expertise, and after taking into consideration of the scale of operation of the Company and the salary level of independent non-executive directors of other listed companies, it is proposed that the annual remuneration of Mr. Zhang Sheng Ping as an independent non-executive director to be adjusted to RMB90,000 (pre-tax).
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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To approve the appointment of Mr. Xiao Jian Lin(8) as a director of the seventh session of the board of directors of the Company and to fix the level of emoluments to be received by Mr. Xiao;
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To approve the Business Co-operation Framework Agreement dated 3 December 2010 entered into between the Company, Hisense Company Limited and Hisense Electric Co., Ltd. and the continuing connected transactions contemplated thereunder and the relevant annual caps;
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To approve the Compressors Purchase and Supply Framework Agreement dated 3 December 2010 entered into between the Company and Huayi Compressor Company Limited and the continuing connected transactions contemplated thereunder and the relevant annual cap;
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To approve the Business Framework Agreement dated 3 December 2010 entered into between the Company and Qingdao Hisense Hitachi Air-Conditioning Systems Co., Ltd.(青島海信日立空調系統有限公司), and the continuing connected transactions contemplated thereunder and the relevant annual cap; and
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To approve the Compressors Purchase Framework Agreement dated 3 December 2010 entered into between the Company and Beijing Embraco Snowflake Compressor Company Limited(北京恩布拉科雪花壓縮機有限公司), and the continuing connected transactions contemplated thereunder and the relevant annual cap.
A circular containing, inter alia, further information on the appointment of directors, continuing connected transactions and the Business Framework Agreement will be dispatched to the shareholders of the Company on or before 4 January 2011.
By order of the Board of
Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman
Foshan City, Guangdong, the PRC, 3 December 2010
As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Mr. Zhou Xiao Tian, 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 and Mr. Cheung Yui Kai, Warren.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
Notes:
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(1) Holders of H shares intending to attend the EGM shall return the accompanying reply slip in writing to the registered office of the Company on or before Thursday, 30 December 2010. To qualify for attendance at the EGM, all H shares transfers together with the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Monday, 20 December 2010 for registration.
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(2) Shareholders who are 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 or proxies to attend and vote on their behalf.
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(3) Holders of domestic shares and H shares of the Company whose names appear on the register of members of the Company as at the close of business on 20 December 2010 (Monday) (including holders of H Shares of the Company who have submitted verified transfer forms on or before 20 December 2010) will be entitled to attend the EGM. The register of members of the Company will be closed from 21 December 2010 (Tuesday) to 20 January 2011 (Thursday) (both days inclusive).
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(4) To be valid, the form of proxy, 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, must be deposited with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 24 hours before the time appointed for holding the EGM.
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(5) In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. As such, the resolutions set out in this notice will be voted on by way of poll. Voting results will be uploaded to the website of the Company at www.kelon.com and the website of The Stock Exchange of Hong Kong Limited at www. hkexnews.hk upon conclusion of the EGM.
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(6) 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 person: Ms. Li Lin
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(7) Mr. Wang Ai Guo , aged 46, holds a master’s degree in accountancy from Tianjin Institute of Finance & Economics(天津財經學院)and a doctoral degree from the School of Management of Tianjin University
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(天津大學管理學院), and is a postdoctoral fellow in accountancy in Tianjin University of Finance & Economics(天津財經大學). He was an associate professor at the Faculty of Accountancy of Shandong Economics College(山東經濟學院)between 1995 and 2000, and has been a professor at the Faculty of Accountancy of Shandong Economics College since 2000. He is currently the dean of the School of Accountancy of Shandong Economics College, executive chairman of Nationwide Asset Valuation Education Association(全國資產評估教學研究會), council member of Accounting Society of China, and vice-chairman and secretary-general of Accounting Education Committee of Shandong Province(山 東省會計教育委員會). He has been the independent director of Laiwu Steel Co., Ltd(萊蕪鋼鐵股份 有限公司)(listed on the Shanghai Stock Exchange) since June 2008, independent director of Shandong Chenming Paper Holdings Co. Ltd(山東晨鳴紙業集團股份有限公司)(listed on the Shenzhen Stock Exchange and Hong Kong Stock Exchange) since April 2010, and independent director of China Corn Oil Company Limited(中國玉米油股份有限公司)(listed on the Hong Kong Stock Exchange) since May 2010.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
Save as disclosed above, Mr. Wang 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. Wang does not have any relationship with any 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. Wang is entitled to an annual emolument of RMB90,000 (before taxation) from the Company as the independent non-executive director. Such emolument shall be determined by the remuneration and appraisal committee of the Board after taking into consideration of the scale of operation of the Company and the remuneration level of independent non-executive directors of other listed companies. Mr. Wang will stand for election as the independent non-executive director of the Company. If elected, Mr. Wang’s term of office will commence from the date of his appointment at the EGM until the expiry of the term of the seventh session of the board of directors (that is 25 June 2012).
Save as disclosed above, Mr. Wang 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)
Mr. Xiao Jian Lin , aged 43, has served as the deputy head of Operation Centre, the head of Finance Centre, head of Finance Department and assistant to president of Hisense Company Limited. He has been the vice-president of Hisense Company Limited since January 2008, head of Finance and Operation Management Centre of Hisense Company Limited since January 2009, director of Hisense Company Limited since January 1999, and director of Hisense Electric Co., Ltd. since June 2008.
As disclosed in the announcement of the Company dated 2 December 2010 in relation to the proposed adoption of the A share share option scheme and the proposed grant thereunder, share options for the subscription of 920,000 A shares of the Company (representing 0.068% of the total issued share capital of the Company and 0.103% of the total issued A shares of the Company as at the date hereof) are proposed to be granted to Mr. Xiao under the A share share option scheme proposed to be adopted by the Company. Such proposed grant will be conditional upon the appointment of Mr. Xiao as a director of the Company and the relevant approvals having been obtained from the shareholders and the relevant authorities.
Save as disclosed above, Mr. Xiao 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. Save as disclosed above, Mr. Xiao does not have any relationship with any directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. During the term of his directorship, Mr. Xiao will not receive any director’s remuneration from the Company. Mr. Xiao will stand for election as the director of the Company. If elected, Mr. Xiao’s term of office will commence from the date of his appointment at the EGM until the expiry of the term of the seventh session of the board of directors (that is, 25 June 2012).
Save as disclosed above, Mr. Xiao 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) The English version of the proposed ordinary resolutions as set out in this notice is for reference only and if there is any conflict between the English and the Chinese versions, the Chinese version shall prevail.
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