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Medlive Technology Co., Ltd. AGM Information 2014

May 7, 2014

50436_rns_2014-05-07_918aeb86-9d7b-40dd-a310-f905946484b5.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 notice, 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 notice.

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 2013 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2013 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 2014 at 9:30 a.m. to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

  1. To consider and approve the report of the board of directors of the Company for the year 2013;

  2. To consider and approve the report of the supervisory committee of the Company for the year 2013;

  3. To consider and approve the 2013 annual report of the Company and its summary;

  4. To consider and approve the audited 2013 financial statements of the Company;

  5. To consider and approve the profit distribution proposal of the Company for the year 2013 (7);

  6. To consider and approve the resolution on the reappointment of Ruihua Certified Public Accountants as the auditor of the Company for the year of 2014 and the authorization to the board of directors to fix its remuneration(8);

  7. To consider and approve the special report on the carrying out of foreign exchange capital transaction business in 2014 of the Company;

  8. 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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  1. To consider and approve the resolutions on the election of directors:

  2. 9.1 To consider and approve the election of Mr. Huang Xiao Jian(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; and

  3. 9.2 To consider and approve the election of Mr. Tian Ye(12) as an executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration.

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

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

Foshan City, Guangdong, the PRC, 7 May 2014

As at the date of this notice, the Company’s directors are Mr. Tang Ye Guo, Ms. Yu Shu Min, Mr. Lin Lan and Mr. Xiao Jian Lin; and the Company’s independent non-executive directors are Mr. Xu Xiang Yi, Mr. Wang Xin Yu and Mr. Wang Ai Guo.

Notes:

  • (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 Thursday, 5 June 2014. 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 Monday, 26 May 2014 for registration.

  • (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.

  • (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 26 May 2014 (Monday) (including holders of H shares of the Company who have submitted verified transfer forms on or before 26 May 2014) will be entitled to attend the AGM. For determining the entitlement of shareholders of the Company to attend and vote at the AGM, the register of members of the Company will be closed from 27 May 2014 (Tuesday) to 26 June 2014 (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 Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 24 hours before the time appointed for holding the AGM.

  • (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 (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 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.

  • (6) Please refer to the 2013 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.

  • (7) The profit distribution proposal of the Company for the year 2013 referred to in the ordinary resolution numbered 5 in the notice of AGM is:

As audited by Ruihua Certified Public Accountants, the Company realized net profit attributable to shareholders of the listing company of RMB1,239,005,100, 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.

  • (8) In relation to the ordinary resolution numbered 6 in the notice of AGM, the Company intends to reappoint Ruihua Certified Public Accountants as the auditor of the Company for 2014 to audit the financial report and internal control of the Company in 2014.

  • (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.

  • (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

  • (11) Mr. Huang , aged 55, holds a master degree in mechanics in South China University of Technology. Mr. Huang has successively served as an enginner of the development department, the head of the airconditioner design division of the research department, head of the sales management department, international marketing director and the general manager of the Company . He acted as the vice general manager of Qingdao Hisense International Marketing Holdings Co., Ltd. from February 2007 to February 2014. Mr. Huang has acted as the vice president of the Company since 27 March 2014.

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Mr. Huang 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. Huang 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. Huang will not receive any director’s remuneration from the Company, however, Mr. Huang will receive emoluments as the vicepresident of the Company in the sum 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. Huang will stand for election as an executive director of the Company. If elected, Mr. Huang’s term of office will commence from the date of his appointment at the AGM 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. Huang 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.

  • (12) Mr. Tian , aged 39, has served successively as the head of the financial planning department of Hisense Electric Co., Ltd. (“Hisense Electric”), deputy manager of the business department of the sales company of Hisense Group Company Limited, deputy manager of the financial planning department of Hisense Electric, the deputy general manager and general manager of Hisense South Africa Development Company and the deputy manager of the purchase department, manager of general manager’s office and general manager of purchase centre of Hisense Electric. He has served as the assistant to the general manager of Hisense Electric from August 2006 to March 2010, the deputy general manager of Hisense Electric from March 2010 to April 2013 and the vice president of the Company since May 2013.

Mr. Tian 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. Tian 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. Tian will not receive any director’s remuneration from the Company, however, Mr. Tian will receive emoluments as the vicepresident of the Company in the sum 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. Tian will stand for election as an executive director of the Company. If elected, Mr. Tian’s term of office will commence from the date of his appointment at the AGM 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. Tian 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.

  • (13) 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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