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Medlive Technology Co., Ltd. — AGM Information 2012
May 10, 2012
50436_rns_2012-05-10_5021bd29-f7c4-4339-9af0-3ec8f6931572.pdf
AGM Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 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 2011 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2011 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 2012 at 10:00 a.m. to consider and, if thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
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To consider and approve the report of the board of directors of the Company for the year 2011;
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To consider and approve the report of the supervisory committee of the Company for the year 2011;
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To consider and approve the 2011 annual report of the Company and its summary;
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To consider and approve the audited 2011 financial statements of the Company;
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To consider and approve the profit distribution proposal of the Company for the year 2011 (7);
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To consider and approve the resolution on the reappointment of Crowe Horwath China Certified Public Accountants (LLP) as the auditor of the Company for the year of 2012 and the authorization to the board of directors to fix its remuneration(8);
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To consider and approve the special report on the carrying out of foreign exchange capital transaction business in 2012 of the Company;
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To consider and approve the resolution to purchase liability insurance for directors and senior management members of the Company and to authorize the board of directors to proceed with the relevant matters(9);
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To consider and approve the resolutions on the election of the new session of the board of directors:
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9.1 To consider and approve the election of Mr. Tang Ye Guo(11) as an executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration;
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9.2 To consider and approve the election of Ms. Yu Shu Min(12) as an executive director of the eighth session of the board of directors of the Company and to fix the level of her remuneration;
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9.3 To consider and approve the election of Mr. Lin Lan(13) as an executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration;
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9.4 To consider and approve the election of Mr. Xiao Jian Lin(14) as an executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration;
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9.5 To consider and approve the election of Mr. Ren Li Ren(15) as an executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration;
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9.6 To consider and approve the election of Mr. Gan Yong He(16) as an executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration;
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9.7 To consider and approve the election of Mr. Xu Xiang Yi(17) as an independent nonexecutive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration;
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9.8 To consider and approve the election of Mr. Wang Xin Yu(18) as an independent nonexecutive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration;
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9.9 To consider and approve the election of Mr. Wang Ai Guo(19) as an independent nonexecutive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration;
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To consider and approve the resolutions on the election of the new session of the supervisory committee:
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10.1 To consider and approve the election of Mr. Guo Qing Cun (20) as a shareholder representative supervisor of the eighth session of the supervisory committee of the Company and to fix the level of his remuneration; and
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10.2 To consider and approve the election of Ms. Li Jun(21) as a shareholder representative supervisor of the eighth session of the supervisory committee of the Company and to fix the level of her remuneration.
According to the provisions in the Articles of Association of the Company, cumulative voting system shall be adopted for the election of directors and supervisors.
By order of the Board of Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman
Foshan City, Guangdong, the PRC, 10 May 2012
As at the date of this notice, the Company’s directors are Mr. Tang Ye Guo, Mr. Ren Li Ren, Ms. Yu Shu Min, Mr. Lin Lan, Mr. Xiao Jian Lin and Mr. Gan Yong He; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Wang Xin Yu and Mr. Wang Ai Guo.
Notes:
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(1) Holders of H shares intending to attend the AGM shall return the accompanying reply slip in writing to the registered office of the Company on or before Tuesday, 5 June 2012. To qualify for attendance at the AGM, all H shares transfer 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 Friday, 25 May 2012 for registration.
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(2) Shareholders who are entitled 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 proxy or proxies to attend and vote on their behalf.
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(3) Holders of A 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 25 May 2012 (Friday) (including holders of H shares of the Company who have submitted verified transfer forms on or before 25 May 2012) will be entitled to attend the AGM. The register of members of the Company will be closed from 26 May 2012 (Saturday) to 26 June 2012 (Tuesday) (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 AGM.
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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 (except those which relate purely to a procedural or administrative matter) must be taken by poll. As such, the resolutions set out in the notice of AGM 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 after conclusion of the AGM.
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(6) Please refer to the 2011 annual report of the Company for information relating to the reports as referred to in the ordinary resolutions numbered 1, 2, 3 and 4 in the notice of AGM.
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(7) The profit distribution proposal of the Company for the year 2011 referred to in the ordinary resolution numbered 5 in the notice of AGM is:
As audited by Crowe Horwath China Certified Public Accountants (LLP), the Company realized net profit attributable to shareholders of the listing company of RMB227,015,100, which will be applied to set off losses of previous years. There will be no profit distribution nor capitalization of capital reserve for the year.
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(8) In relation to the ordinary resolution numbered 6 in the notice of AGM, the Company intends to reappoint Crowe Horwath China Certified Public Accountants (LLP) as the auditor of the Company for 2012 to audit the financial report and internal control of the Company in 2012.
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(9) In relation to the ordinary resolution numbered 8 in the notice of AGM, the Company intends to purchase “director and senior management liability insurance” for directors and senior management members of the Company, and it is agreed that the Company will enter into insurance contract of insurance premium not exceeding RMB100,000 for a term of one year.
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(10) The registered address of the Company is: No. 8 Ronggang Road, Ronggui, Shunde District, Foshan City, Guangdong Province.
Postal code: 528303
Tel: (86) 757 2836 2570
Fax: (86) 757 2836 1055 Contact person: Li Lin Hu Xiao Ming
- (11) Mr. Tang Ye Guo, aged 49, has successively held the positions of the chief accountant, the deputy general manager, the general manager and director of 青島海信電器股份有限公司 (Hisense Electric Co., Ltd.) (“Hisense Electric”) from 1997. From August 2003 to January 2004, he served as an assistant to the president of Hisense Company Limited (“Hisense Group”), and From January 2004 to September 2005, he served as the general manager and chairman of the board of directors of Qingdao Hisense Air-Conditioning Company Limited (“Hisense Air-Conditioning”). Mr. Tang was appointed as the chairman of the board of directors of Hisense Air-Conditioning and a director of Hisense Electric and the president of the Company from September 2005 to June 2006. He has acted as the vice president
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of Hisense Group since January 2004. He has acted as chairman of the board of directors of Hisense Air-Conditioning and the chairman of the board of directors of the Company since June 2006. He has acted as a director of Hisense Group since April 2010. Mr. Tang is also a member of the nomination committee and a member and the chairman of the strategic committee under the seventh session of the board of directors of the Company.
As a participant of the first share option incentive scheme of the Company, Mr. Tang has been granted share options for the subscription of 1,260,000 A shares of the Company (representing approximately 0.093% of the total issued share capital of the Company and approximately 0.141% of the total issued A shares of the Company as at the date of this notice).
Save as disclosed above, Mr. Tang has not held any directorship in any other listed companies for the past three years nor holds interests in 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. Tang 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. Tang will not receive any director’s remuneration from the Company, however, Mr. Tang will receive emoluments as the chairman of the Company in the amount of RMB1,000,000 (before taxation) per year which was determined by the remuneration and appraisal committee of the board of directors after taking into consideration the scale of operation of the Company and the remuneration level of senior management members of other listed companies. Mr. Tang will stand for election as an executive director of the Company. If elected, Mr. Tang’s term of office will commence from the date of his appointment at the general meeting until the expiry of the term of the eighth session of the board of directors (that is, 25 June 2015).
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.
- (12) Ms. Yu Shu Min, aged 60, 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 Electric, the chief executive officer of Hisense Group. 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 Electric since July 2001. She has been a director of the Company since June 2006. Ms. Yu is also a member of the remuneration and appraisal committee and the strategic committee under the seventh session of the board of directors of the Company.
Save as disclosed above, Ms. Yu has not held any directorship in any other listed companies for the past three years nor holds interests in 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, Ms. Yu 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 her directorship, Ms. Yu will not receive any director’s remuneration from the Company. Ms. Yu will stand for election as an executive director of the Company. If elected, Ms. Yu’s term of office will commence from the date of her appointment at the general meeting until the expiry of the term of the eighth session of the board of directors (that is, 25 June 2015).
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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.
- (13) Mr. Lin Lan, aged 53, had been working as the manager of the power system software development department of 西門子諮詢公司 (Siemens, currently known as “AMEC Limited” in the UK), the senior project manager and senior engineer for GE 動力系統公司 (GE Power Systems). Mr. Lin had 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 been a director of Hisense Electric since May 2007 and a director of Hisense Group since December 2009. He has acted as a director of the Company since June 2006. Mr. Lin is also a member of the remuneration and appraisal committee and the strategic committee under the seventh session of the board of directors of the Company.
Save as disclosed above, Mr. Lin has not held any directorship in any other listed companies for the past three years nor holds interests in 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. Lin 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. Lin will not receive any director’s remuneration from the Company. Mr. Lin will stand for election as an executive director of the Company. If elected, Mr. Lin’s term of office will commence from the date of his appointment at the general meeting until the expiry of the term of the eighth session of the board of directors (that is, 25 June 2015).
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.
- (14) Mr. Xiao Jian Lin, aged 44, has successively served as the deputy head of Operation Centre, the head of Finance Centre, the head of Finance Department and the assistant to president of Hisense Group. He has been the head of audit department of Hisense Group from August 2007 to January 2009. He has been the vice-president of Hisense Group since January 2008, the head of Finance and Operation Management Centre of Hisense Group since January 2009, a director of Hisense Group since January 1999, and a director of Hisense Electric since June 2008. He has been a director of Hisense Air-Conditioning since August 2011. He has served as a director of the Company since January 2011. Mr. Xiao is also a member of the strategic committee under the seventh session of the board of directors of the Company.
As a participant of the first share option incentive scheme of the Company, Mr. Xiao has been granted share options for the subscription of 828,000 A shares of the Company (representing approximately 0.061% of the total issued share capital of the Company and approximately 0.093% of the total issued A shares of the Company as at the date of this notice).
Save as disclosed above, Mr. Xiao has not held any directorship in any other listed companies for the past three years nor holds interests in 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 an executive director of the Company. If elected, Mr. Xiao’s term of office will commence from the date of his
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appointment at the general meeting until the expiry of the term of the eighth session of the board of directors (that is, 25 June 2015).
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.
- (15) Mr. Ren Li Ren, aged 47, has served successively as the assistant to the general manager and the vice general manager of Hisense Electric, the assistant to the general manager of Qingdao Hisense Computer Co., Ltd., the general manager of Hisense (Beijing) Electrical Co., Ltd. and Hisense (Nanjing) Electrical Co., Ltd.. From June 2006 to July 2009, he acted as the assistant to the president of the Company. He was the general manager of Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd. and the vice general manager of Hisense Ronshen (Guangdong) Refrigerator Co., Ltd. from November 2007 to August 2009. Mr. Ren has been a director of Hisense Air-Conditioning since August 2011. Mr. Ren has been the vice president of the Company from June 2009 to June 2011. He has acted as the president of the Company since June 2011. He has acted as a director of the Company since August 2011. Mr. Ren is also a member of the nomination committee and the strategic committee under the seventh session of the board of directors of the Company.
As a participant of the first share option incentive scheme of the Company, Mr. Ren has been granted share options for the subscription of 720,000 A shares of the Company (representing approximately 0.053% of the total issued share capital of the Company and approximately 0.080% of the total issued A shares of the Company as at the date of this notice).
Save as disclosed above, Mr. Ren has not held any directorship in any other listed companies for the past three years nor holds interests in 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. Ren 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. Ren will not receive any director’s remuneration from the Company, however, Mr. Ren will receive emoluments as the president of the Company in the amount of RMB800,000 (before taxation) per year which was determined by the remuneration and appraisal committee of the board of directors after taking into consideration the scale of operation of the Company and the remuneration level of senior management members of other listed companies. Mr. Ren will stand for election as an executive director of the Company. If elected, Mr. Ren’s term of office will commence from the date of his appointment at the general meeting until the expiry of the term of the eighth session of the board of directors (that is, 25 June 2015).
Save as disclosed above, Mr. Ren 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.
- (16) Mr. Gan Yong He, aged 44, was previously the head of manufacturing quality department and the head of central quality department of Anhui Boxihua Household Electric Appliance Co., Ltd., and the quality manager and the quality director of Electrolux (China) Home Appliances Co., Ltd. He has been the deputy general manager of Hisense Ronshen (Guangdong) Refrigerator Co., Ltd. from June 2008 to June 2011, and has served as the vice-president of the Company since June 2011. He has served as a director of the Company since January 2012.
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As a participant of the first share option incentive scheme of the Company, Mr. Gan has been granted share options for the subscription of 181,000 A shares of the Company (representing approximately 0.013% of the total issued share capital of the Company and approximately 0.020% of the total issued A shares of the Company as at the date of this notice).
Save as disclosed above, Mr. Gan has not held any directorship in any other listed companies for the past three years nor holds interests in 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. Gan 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. Gan will not receive any director’s remuneration from the Company, however, Mr. Gan will receive emoluments as the vice-president of the Company in the amount of RMB800,000 (before taxation) per year which was determined by the remuneration and appraisal committee of the board of directors after taking into consideration the scale of operation of the Company and the remuneration level of senior management members of other listed companies. Mr. Gan will stand for election as an executive director of the Company. If elected, Mr. Gan’s term of office will commence from the date of his appointment at the general meeting until the expiry of the term of the eighth session of the board of directors (that is, 25 June 2015).
Save as disclosed above, Mr. Gan 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.
- (17) Mr. Xu Xiang Yi, aged 56, holds a Ph. D. in Law from Shandong University. He is a professor and Ph. D. supervisor in business management. He has been the Dean of the School of Management of Shandong University since January 2004. He was the independent director of Shandong Hi-speed Company Limited (listed on the Shanghai Stock Exchange) from December 2002 to April 2010, the independent director of Hisense Electric (listed on the Shanghai Stock Exchange) from June 2003 to May 2009, the independent director of Tongling Jingda Special Magnet Wire Co., Ltd. (listed on the Shanghai Stock Exchange) from December 2006 to January 2010, and the independent director of Shandong Demian Incorporated Company (listed on the Shenzhen Stock Exchange) from February 2010 to December 2011. He has been the independent director of Baolingbao Biology Co., Ltd. (listed on the Shenzhen Stock Exchange) since October 2007, and the independent director of Shandong Longji Machinery Co., Ltd. (listed on the Shenzhen Stock Exchange) since March 2008.
Save as disclosed above, Mr. Xu has not held any directorship in any other listed companies for the past three years nor holds interests in any shares of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Xu 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. Xu is entitled to an annual emolument of RMB90,000 (before taxation) from the Company as the independent non-executive director. Such emolument was determined by the remuneration and appraisal committee of the board of directors 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. Xu will stand for election as an independent non-executive director of the Company. If elected, Mr. Xu’s term of office will commence from the date of his appointment at the general meeting until the expiry of the term of the eighth session of the board of directors (that is, 25 June 2015).
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Save as disclosed above, Mr. Xu 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.
- (18) Mr. Wang Xinyu, aged 41, graduated from the University of International Business and Economics with a bachelor degree in international finance and obtained a M.B.A from the University of Chicago Booth School of Business. He served as the director of MBK Partners from October 2005 to February 2010 and he has acted as the managing director of JP Capital Investment Limited since September 2010. He was a director of Luye Pharma Group Ltd. (listed on the Singapore Stock Exchange) from August 2008 to February 2010. He has acted as an independent non-executive director of the Company since September 2011. Mr. Wang is also a member of the audit committee, the remuneration and appraisal committee and the nomination committee under the seventh session of the board of directors of the Company.
Save as disclosed above, Mr. Wang has not held any directorship in any other listed companies for the past three years nor holds interests in any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. 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 RMB240,000 (before taxation) from the Company as the independent non-executive director. Such emolument was determined by the remuneration and appraisal committee of the board of directors 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 an 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 general meeting until the expiry of the term of the eighth session of the board of directors (that is, 25 June 2015).
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.
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(19) Mr. Wang Ai Guo, aged 47, 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 (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 between 2000 and 2010. He is currently the dean and a professor of the School of Accountancy of Shandong University of Finance and Economics
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(山東財經大學), a council member of China Appraisal Society (中國資產評估協會), a council member of Accounting Society of China, and the vice-chairman and the secretary-general of Accounting Education Committee of Accounting Society of Shandong Province (山東省會計學會會計教育專業 委員會). He was the independent director of Laiwu Steel Co., Ltd (萊蕪鋼鐵股份有限公司) (listed on the Shanghai Stock Exchange) from June 2008 to February 2012 and he has been the 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 The Stock Exchange of Hong Kong Limited) since April 2010, the independent non-executive director of China Corn Oil Company Limited (中國玉米油股份有限公司) (listed on The Stock Exchange of Hong Kong Limited) since May 2010, and the independent director of
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Shandong Zhangqiu Blower Co., Ltd. (山東省章丘鼓風機股份有限公司) (listed on the Shenzhen Stock Exchange) since October 2010. He has served as an independent non-executive director of the Company since January 2011. He has also been the independent director of Shandong Iron and Steel Company Ltd (山東鋼鐵股份有限公司) (listed on the Shanghai Stock Exchange) since April 2012. Mr. Wang is also a member and the chairman of the audit committee and a member of the remuneration and appraisal committee and the nomination committee under the seventh session of the board of directors of the Company.
Save as disclosed above, Mr. Wang has not held any directorship in any other listed companies for the past three years nor holds interests in any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. 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 was determined by the remuneration and appraisal committee of the board of directors 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 an 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 general meeting until the expiry of the term of the eighth session of the board of directors (that is, 25 June 2015).
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.
- (20) Mr. Guo Qing Cun, aged 58, acted as a part-time lawyer in the legal advisory office in Shandong and Wenhan Law Firm(文翰律師事務所), 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 1986 to 2002. Mr. Guo was a visiting scholar of the faculty of law at Peking University in 1995. In 1998, he was nominated as a Professional Technology Talent in Shandong Province. From April 2003 to January 2004, he served as an assistant to the president of Hisense Group. From January 2004 to February 2011, he served as vice-president of Hisense Group. Mr. Guo is currently the secretary of the discipline inspection commission and the chairman of the labour union of Hisense Group. He has served as a supervisor of the Company since December 2006.
Save as disclosed above, Mr. Guo has not held any directorship in any other listed companies for the past three years nor holds interests in 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. Guo 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 the supervisor of the Company, Mr. Guo will not receive from the Company any remuneration as the supervisor of the Company. Mr. Guo is to stand for election as a shareholder representative supervisor of the Company at the AGM. If elected, Mr. Guo’s term of office will commence from the date of his appointment at the general meeting until the expiry of the term of the eighth session of the supervisory committee (that is, 25 June 2015).
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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.
- (21) Ms. Li Jun, aged 37, holds a Bachelor Degree in Accountancy. She was the head of financial analysis of the finance department of Hisense Group from June 2006 to June 2007, and the deputy department head of the audit department of Hisense Group from September 2007 to January 2009. She has been the deputy director of the finance and operation management centre of Hisense Group since January 2009.
Save as disclosed above, Ms. Li has not held any directorship in any other listed companies for the past three years nor holds interests in 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, Ms. Li does not have any relationship with any directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. During her term of office as the supervisor of the Company, Ms. Li will not receive from the Company any remuneration as the supervisor of the Company. Ms. Li is to stand for election as shareholder representative supervisor of the Company at the AGM. If elected, Ms. Li’s term of office will commence from the date of her appointment at the general meeting until the expiry of the term of the eighth session of the supervisory committee (that is, 25 June 2015).
Save as disclosed above, Ms. Li 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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(22) Hisense Group and Hisense Air-Conditioning mentioned in this notice are controlling shareholders of the Company as defined under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, whereas Hisense Electric, the shares of which are listed on the Shanghai Stock Exchange, is owned as to 41.25% by Hisense Group.
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(23) The English version of the proposed 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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