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Medlive Technology Co., Ltd. AGM Information 2013

Nov 21, 2013

50436_rns_2013-11-21_98db7bc4-af9b-4444-b4d3-05bd37769e1f.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, 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 EXTRAORDINARY GENERAL MEETING

Reference is made to the announcement of Hisense Kelon Electrical Holdings Company Limited (the “ Company ”) on resignation of supervisors and the proposed appointment of supervisors dated 21 November 2013 and the announcement on continuing connected transactions, the announcement on external guarantees and the announcement on exempted financial assistance dated 21 November 2013.

NOTICE IS HEREBY GIVEN that the first 2014 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 10 January 2014 at 2:30 p.m. to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

  1. To consider and approve the election of Mr. Liu Zhen Shun(7) as a shareholder representative supervisor of the eighth session of the supervisory committee of the Company and to fix the level of his remuneration;

  2. To consider and approve the election of Ms. Gao Yu Ling(8) as a shareholder representative supervisor of the eighth session of the supervisory committee of the Company and to fix the level of her remuneration;

  3. To approve the Business Co-operation Framework Agreement dated 21 November 2013 entered into between the Company, Hisense Company Limited (海信集團有限 公司)and Hisense Electric Co., Ltd. (青島海信電器股份有限公司), the continuing connected transactions contemplated thereunder and the relevant annual caps;

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NOTICE OF EXTRAORDINARY GENERAL MEETING

  1. To approve the Business Framework Agreement 1 dated 21 November 2013 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), the continuing connected transactions contemplated thereunder and the relevant annual caps;

  2. To approve the Business Framework Agreement 2 dated 21 November 2013 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 continuing connected transactions contemplated thereunder and the relevant annual caps;

  3. To approve the Financial Services Agreement dated 21 November 2013 entered into between the Company and Hisense Finance Co., Ltd.(海信集團財務有限公司), the continuing connected transactions contemplated thereunder and the relevant annual caps;

  4. To approve the Purchase Financing Agency Framework Agreement dated 21 November 2013 entered into between the Company and Hisense (Hong Kong) Company Limited, the continuing connected transactions contemplated thereunder and the relevant annual cap(9); and

  5. To approve the resolution on the guarantees proposed to be provided by the (9)

Company and its subsidiaries .

According to the provisions in the Articles of Association of the Company, cumulative voting system shall be adopted for the election of supervisors.

A circular containing, inter alia, further information on the appointment of supervisors and continuing connected transactions referred to in the ordinary resolutions numbered 1 to 6 above will be dispatched to the shareholders of the Company on or before 24 December 2013.

By order of the Board of

Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman

Foshan City, Guangdong, the PRC, 21 November 2013

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. Xu Xiang Yi, Mr. Wang Xin Yu and Mr. Wang Ai Guo.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

  • (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 Friday, 20 December 2013. 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 17121716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Tuesday, 10 December 2013 for registration.

  • (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.

  • (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 10 December 2013 (Tuesday) (including holders of H Shares of the Company who have submitted verified transfer forms on or before Tuesday, 10 December 2013, 4:30 p.m.) will be entitled to attend the EGM. The register of members of the Company will be closed from 11 December 2013 (Wednesday) to 10 January 2014 (Friday) (both days inclusive).

  • (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.

  • (5) In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), any vote of shareholders at a general meeting must be taken by poll (except those which relate purely to a procedural or administrative matter). 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 after conclusion of the EGM.

  • (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

  • (7) Mr. Liu Zhen Shun, aged 43, holds a bachelor’s degree. He has served as the head of the legal department and the legal director of the president’s office of Hisense Company Limited(海信集團有限 公司). He was the deputy head of the legal affairs department, the deputy secretary of the discipline inspection committee of Hisense Company Limited from March 2005 to June 2012. He has been the head of the legal affairs department, the deputy secretary of the discipline inspection committee of Hisense Company Limited since July 2012.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Mr. Liu has not held any directorship in any 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. Liu 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. Liu will not receive from the Company any remuneration as the supervisor of the Company. Mr. Liu is to stand for election as shareholder representative supervisor of the Company at the EGM. If elected, Mr. Liu’s term of office will commence from the date of his appointment at the EGM until the expiry of the term of the eighth session of the supervisory committee (that is, 25 June 2015).

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 Listing Rules nor any other matter that needs to be brought to the attention of the shareholders of the Company.

(8) Ms. Gao Yu Ling, aged 32, holds a master’s degree in accountancy. She has served as the treasury supervisor, tax supervisor, audit supervisor, accounting supervisor and financial management supervisor of the finance centre of Qingdao Hisense Electric Co., Ltd. She was the deputy director of the finance centre of Qingdao Hisense Electric Co., Ltd. from April 2012 to February 2013. She has been the deputy head of the finance and operation management department of Hisense Company Limited since March 2013.

Ms. Gao has not held any directorship in any 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. Gao 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. Gao will not receive from the Company any remuneration as the supervisor of the Company. Ms. Gao is to stand for election as shareholder representative supervisor of the Company at the EGM. If elected, Ms. Gao’s term of office will commence from the date of her appointment at the EGM until the expiry of the term of the eighth session of the supervisory committee (that is, 25 June 2015).

Save as disclosed above, Ms. 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 Listing Rules nor any other matter that needs to be brought to the attention of the shareholders of the Company.

  • (9) Information relating to the Purchase Financing Agency Framework Agreement as referred to in the ordinary resolution numbered 7 in the notice of the EGM is contained in the announcement on exempted financial assistance published by the Company on 21 November 2013 and information relating to the guarantees as referred to in the ordinary resolution numbered 8 in the notice of the EGM is contained in the announcement on external guarantees published by the Company on 21 November 2013. The board of directors is of the opinion that the ordinary resolutions numbered 7 and 8 as set out in the notice of the EGM are in the best interests of the Company and its shareholders as a whole, and thus recommends the shareholders to vote in favor of such resolutions.

  • (10) 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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