Medlive Technology Co., Ltd. — AGM Information 2011

Jun 9, 2011

SUPPLEMENTAL AND FURTHER NOTICE OF ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

SUPPLEMENTAL AND FURTHER NOTICE OF ANNUAL GENERAL MEETING

Hisense Kelon Electrical Holdings Company Limited (the “Company”) received a written request from Qingdao Hisense Air-conditioning Company Limited (“Hisense Airconditioning”) on 9 June 2011. Hisense Air-conditioning, a substantial shareholder of the Company which holds 612,316,909 shares of the Company, being approximately 45.22% of the issued shares of the Company, requests that additional resolutions be tabled before the forthcoming 2010 annual general meeting (the “AGM”) of the Company to be held on 27 June 2011 for the Company’s shareholders’ consideration and approval.

SUPPLEMENTAL AND FURTHER NOTICE IS HEREBY GIVEN that the AGM will be held as originally scheduled at the conference room of the Company’s head office at Shunde District, Foshan City, Guangdong Province, the People’s Republic of China (the “PRC”) on 27 June 2011 at 2:00 p.m. to review and, if thought fit, pass the following as ordinary resolutions in addition to the resolutions set out in the previous notice of the AGM dated 11 May 2011:

ORDINARY RESOLUTIONS

(11) To consider and approve the Business Framework Agreement entered into between the Company and Hisense Whirlpool (Zhejiang) Electric Appliances Co., Ltd.（海信惠而 浦（浙江）電器有限公司） (the “Hisense Whirlpool”) on 9 June 2011, and the continuing Note 1 connected transactions contemplated thereunder .

(12) To consider and approve the resolution on the guarantee amounting to RMB20 million proposed to be provided by the Company for its agent, Xinjiang Hisense Kelon Electrical Note 2 Sales Company Limited, for the year 2011 .

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SUPPLEMENTAL AND FURTHER NOTICE OF ANNUAL GENERAL MEETING

Pursuant to article 8.11 of the articles of association of the Company, where the number of voting shares represented by the shareholders who intend to attend a general meeting does not exceed half of the Company’s total number of voting shares, the Company shall further notify its shareholders about the agenda, date and venue of the general meeting by publishing an announcement. As notified, the Company will hold the general meeting at the time originally scheduled. Apart from adding the above-mentioned proposed resolutions in the agenda, the date and venue of the AGM and all other matters relating to the AGM will remain the same as disclosed in the notice of AGM dated 11 May 2011. (Please refer to the announcement dated 11 May 2011 published on the websites (http://www.hkex.com. hk and www.kelon.com) of The Stock Exchange of Hong Kong Limited and the Company, respectively.)

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. Zhou Xiao Tian, Ms. Yu Shu Min, Mr. Lin Lan, Mr. Xiao Jian Lin and Ms. Liu Chun Xin; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Cheung Yui Kai, Warren and Mr. Wang Ai Guo.

Foshan City, Guangdong, the PRC, 9 June 2011

Note:

1. BUSINESS FRAMEWORK AGREEMENT WITH HISENSE WHIRLPOOL

Date: 9 June 2011 Parties: The Company; Hisense Whirlpool

Term:

The Business Framework Agreement shall commence from the date of approval of the Business Framework Agreement at the AGM until 31 December 2011, which can be terminated before its expiration by mutual agreement of the parties.

Condition:

The Business Framework Agreement and the transactions contemplated thereunder are subject to approval at the AGM by independent shareholders and associated shareholders who have interests in such transactions shall abstain from voting on the relevant resolution at the AGM.

Subject matters:

The transactions contemplated under the Business Framework Agreement will be conducted in the ordinary and usual course of business of the parties, on normal commercial terms and on terms not less favourable to the parties than terms available to or from (as appropriate) independent third parties. The Business Framework Agreement does not restrict the rights of the Company to enter into transactions

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SUPPLEMENTAL AND FURTHER NOTICE OF ANNUAL GENERAL MEETING

contemplated under the Business Framework Agreement with any other third parties. The annual caps for the transactions contemplated under the Business Framework Agreement are set out as follows:

Unit: RMB (’0000) (including value-added tax)

Types of transactions	Division by products or services	Annual caps of transaction amount to be paid/received during the term of the Business Framework Agreement
Sale of products and materials	Sale of home electrical appliances products by the Company	600
	Sale of raw materials, parts and components by the Company	2400
	Sale of equipment by the Company	1200
	Sale of moulds by the Company	1600
Purchase of products and materials	Purchase of home electrical appliances products by the Company	85,000
	Purchase of raw materials, parts and components by the Company	1518
	Purchase of equipment by the Company	800
Provision of services	Provision of services by the Company	795

The parties will enter into definitive contract(s) setting out specific terms including specifications of the home electrical appliances, moulds, raw materials and equipment, quantity involved, pricing principles, quality standards and warranties, payment terms, terms of delivery, technological services and obligations of the parties upon default, but such terms shall be consistent with the principles and the terms of the Business Framework Agreement.

Pricing and payment term:

Pricing for the purchase and supply of home electrical appliances is determined by commercial negotiation between the parties according to the principles of fairness and reasonableness mainly with reference to the market price of similar home electrical appliances from time to time. Payment is settled with the payment method as provided in the definitive contract signed between the parties.

Pricing for the purchase and supply of raw materials, parts and components is determined by commercial negotiation between the parties according to the principles of fairness and reasonableness and shall be confirmed in the definitive contract(s) signed by the parties. Payment is settled with the payment method as provided in the definitive contract signed between the parties.

The price for the sale of moulds by the Company to Hisense Whirlpool is the market price determined by price comparison by way of open bidding. Payment is settled with the payment method as provided in the definitive contract signed between the parties.

Pricing for the purchase and supply of equipment is determined by commercial negotiation between the parties according to the principles of fairness mainly with reference to the net book value plus sales tax of the subject of the transaction. Payment is settled with the payment method as provided in the definitive contract signed between the parties.

The price for the provision of services is determined after negotiation between the parties according to fair and reasonable pricing principles based on the market prices for similar services in the industry, and is stipulated in the definitive service contract signed between the parties. Payment is settled with the payment method as provided in the definitive contract signed between the parties.

Reasons for and benefits of the transactions contemplated under the Business Framework Agreement:

Reciprocal purchase of home appliances

Hisense Whirlpool owns equipment for the manufacture of large refrigerators and washing machines. Procuring Hisense Whirlpool to manufacture home appliances may enhance the variety of the Company’s high-end products, expand the sales of high-end products, and raise the market share of such products, thereby increasing the Company’s income and facilitating the further development of its business. The sale of home appliances to Hisense Whirlpool may expand the sales of the Company and increase sales revenue.

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SUPPLEMENTAL AND FURTHER NOTICE OF ANNUAL GENERAL MEETING

Reciprocal purchase of raw materials, parts and components

Since the Company purchases home appliances such as refrigerators from Hisense Whirlpool, to ensure the supply and after-sale service of products customized by the Company, the Company needs to purchase raw materials, parts and components that match the products customized by the Company. Meanwhile, the provision of raw materials, parts and components by the Company to Hisense Whirlpool may help the Company to expand its purchases and lower its procurement costs.

Reciprocal purchase of equipment

The sale of equipment to Hisense Whirlpool to meet its production requirements may increase the revenue of the Company. The purchases of equipment from Hisense Whirlpool can satisfy the Company’s production requirements.

Sale of moulds

The sale of moulds to Hisense Whirlpool to meet its production requirements may increase the revenue of the Company.

Provision of services

The provision of services to Hisense Whirlpool may enhance asset utilization ratio and increase revenue.

The above connected transactions will not prejudice the interests of the Company and will not cause adverse effect on the current and future financial situation and operating results of the Company.

Information of Hisense Whirlpool

Hisense Whirlpool was established on 4 November 2008, registered address: Zhongyang Avenue North Side, Changxing Economic Development Zone, Zhejiang Province, legal representative: Li Yan（李彥）, registered capital: RMB450 million, State Tax Registration Certificate: 330522681658253, nature of enterprise: company with limited liability (joint venture with partners from Taiwan, Hong Kong, Macau and Mainland China), scope of business: development, production and assembly of washing machines, refrigerators and their parts, sale of self-manufactured products, provision of after-sale services and technical consultation services related to the above-mentioned products. The substantial shareholders of the company are Whirlpool (Hong Kong) Limited and the Company, each holding a 50% equity interest.

In view of the above, and based on the business credit and ability of commercial operation of Hisense Whirlpool as known by the Company, the board of directors of the Company considers that Hisense Whirlpool can honour its obligations, and deliver and pay to the Company the products and payments under the connected transactions.

As Mr. Zhou Xiao Tian, being a director of the Company, is also the vice-chairman of Hisense Whirlpool, the transactions contemplated under the Business Framework Agreement will constitute ordinary connected transactions under the Shenzhen Listing Rules. The independent non-executive Directors have agreed to put forward the transactions contemplated under the Business Framework Agreement for the consideration of the board of directors and they considered that such transactions would be conducted on normal commercial terms and based on the terms of the Business Framework Agreement, and the terms of the transactions as agreed in the Business Framework Agreement were fair and reasonable and were in the interests of the Company and its shareholders as a whole. They also considered that the terms of the Business Framework Agreement and the annual caps in relation thereto were fair and reasonable so far as the independent shareholders were concerned.

Mr. Zhou Xiao Tian, being a director of the Company, is also the vice-chairman of Hisense Whirlpool and has abstained from voting on the relevant board resolution for approving the Business Framework Agreement and the transactions contemplated thereunder in view of his interest therein.

1. Information relating to the guarantees as referred to in the ordinary resolution numbered 12 above is contained in the announcement published by the Company on 9 June 2011.

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