Medlive Technology Co., Ltd. - AGM Information 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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)

(1) PROPOSED APPOINTMENT OF DIRECTORS AND SUPERVISORS (2) PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
(3) PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF THE RULES OF PROCEDURES OF SHAREHOLDERS’ GENERAL MEETING AND

(4) SPECIAL REPORT ON THE CARRYING OUT OF FOREIGN EXCHANGE CAPITAL TRANSACTION BUSINESS IN 2015 AND

(5) NOTICE OF THE 2014 ANNUAL GENERAL MEETING

A notice convening the 2014 aunual general meeting (the “AGM”) of Hisense Kelon Electrical Holdings Company Limited (the “Company”) to 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 2015 at 3:00 p.m. is set out on pages 10 to 40 of this circular. If you are not able to attend the AGM in person, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and deliver the same to 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 less than 24 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish.

7 May 2015

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed appointment of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed appointment of supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed amendments to the relevant provisions of the Articles of
Association of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed amendments to the relevant provisions of the Rules of
Procedures of Shareholders’ General Meeting . . . . . . . . . . . . . . . . . . . . . . . .	4
Special report on the carrying out of foreign exchange capital
transaction business in 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of the 2014 Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“AGM”

the 2014 annual general meeting of the Company to be held at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province, the PRC on 26 June 2015 at 3:00 p.m., the notice of which is set out on pages 10 to 40 of this circular

“Articles of Association” the articles of association of the Company
“Board” the board of directors of the Company
“Company”
Hisense Kelon Electrical Holdings Company Limited
（海信科龍電器股份有限公司）, a company incorporated in the PRC with limited liability, the shares of which are listed on the main board of the Hong Kong Stock Exchange and the Shenzhen Stock Exchange
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

“PRC” the People’s Republic of China
“Shenzhen Stock Exchange” The Shenzhen Stock Exchange

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LETTER FROM THE BOARD

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)

Directors: Mr. Tang Ye Guo Ms. Yu Shu Min Mr. Lin Lan Mr. Tian Ye Mr. Huang Xiao Jian

Independent non-executive Directors: Mr. Xu Xiang Yi Mr. Wang Xin Yu Mr. Wang Ai Guo

Registered office: No. 8 Ronggang Road Ronggui Street Shunde District Foshan City Guangdong Province PRC

Principal place of business in Hong Kong: Room 3101-05 Singga Commercial Centre, No. 148 Connaught Road West, Hong Kong

7 May 2015

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED APPOINTMENT OF DIRECTORS AND SUPERVISORS (2) PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND
(3) PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF THE RULES OF PROCEDURES OF SHAREHOLDERS’ GENERAL MEETING AND
- (4) SPECIAL REPORT ON THE CARRYING OUT OF FOREIGN EXCHANGE CAPITAL TRANSACTION BUSINESS IN 2015 AND
  - (5) NOTICE OF THE 2014 ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions in relation to (i) the election of directors and shareholder representative supervisors; (ii) the proposed amendments to the relevant provisions of the Articles of Association of

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LETTER FROM THE BOARD

the Company; (iii) the proposed amendments to the relevant provisions of the Rules of Procedures of Shareholders’ General Meeting; and (iv) the special report on the carrying out of foreign exchange capital transaction business in 2015 to be proposed at the AGM.

PROPOSED APPOINTMENT OF DIRECTORS

The eighth session of the Board currently consists of eight directors, namely Mr. Tang Ye Guo, Ms. Yu Shu Min, Mr. Lin Lan, Mr. Tian Ye, Mr. Huang Xiao Jian, Mr. Xu Xiang Yi, Mr. Wang Ai Guo and Mr. Wang Xin Yu.

The term of the current directors will expire in due course. Mr. Tang Ye Guo, Ms. Yu Shu Min, Mr. Lin Lan, Mr. Tian Ye, Mr. Huang Xiao Jian, Mr. Jia Shao Qian, Mr. Xu Xiang Yi, Mr. Wang Ai Guo and Mr. Wang Xin Yu have been nominated for election as directors of the ninth session of the Board.

Before the directors of the ninth session of the Board assume their offices, the directors of the eighth session of the Board will continue to discharge their directors’ duties in accordance with the requirements of the relevant laws, administrative regulations and other regulatory documents and the Articles of Association. Please refer to the notice of AGM contained in this circular for the biographical details of the director candidates.

The independent non-executive directors currently nominated by the Board possess educational background, working experience, professional quality and/or professional integrity which are required for the exercise of their duties and powers. The Board has received a written confirmation from each of the independent non-executive director candidates in respect of their independence in accordance with the requirements provided under Rule 3.13 of the Listing Rules. The Company considers that the independent non-executive director candidates of the ninth session of the Board meet the relevant requirements under Rule 3.13 of the Listing Rules and considers them to be independent.

PROPOSED APPOINTMENT OF SUPERVISORS

The eighth session of the supervisory committee currently consists of three supervisors, of whom Mr. Liu Zhen Shun and Ms. Gao Yu Ling are shareholder representative supervisors and Mr. Shu Peng is the employee representative supervisor.

The term of the current supervisors will expire in due course. Mr. Liu Zhen Shun and Ms. Gao Yu Ling shall stand for election as shareholder representative supervisors of the ninth session of the supervisory committee. Mr. Shu Peng will fulfill the relevant requirements to be democratically elected by the employees of the Company as the employee representative supervisor of the ninth session of the supervisory committee and is therefore not subject to election at the AGM. Please refer to the notice of AGM contained in this circular for the biographical details of the shareholder representative supervisor candidates.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF THE ARTICLES OF ASSOCIATION

The Company proposes to make certain amendments to its present Articles of Association. Details on the amendments are set out in the notice of annual general meeting on pages 26 to 33 of this circular.

Effects of the amendments

The amendments to the Articles of Association will enable the Company to better meet the requirements of the relevant laws and regulations and normative documents of the State, which in turn help the Company in improving its corporate governance standards.

PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF THE RULES OF PROCEDURES OF SHAREHOLDERS’ GENERAL MEETING

The Company proposes to make certain amendments to its present Rules of Procedures of Shareholders’ General Meeting. Details on the amendments are set out in the notice of annual general meeting on pages 12 to 26 of this circular.

SPECIAL REPORT ON THE CARRYING OUT OF FOREIGN EXCHANGE CAPITAL TRANSACTION BUSINESS IN 2015

Pursuant to the relevant requirements of Memorandum No. 26 for Information Disclosure — Derivatives Investments issued by Shenzhen Stock Exchange（《深圳證券交易所信息披露業務備忘錄第 26 號 — 衍生品投資》）, and in view of its actual business needs, the scope of the products for which Hisense Kelon Electrical Holdings Company Limited (hereafter abbreviated, the “Company”) proposes to carry out foreign exchange capital derivatives business comprises a combination of forward settlement and sale of foreign exchange and its related businesses and the other foreign exchange derivatives transaction business, with the balance of the foreign exchange capital derivatives business not exceeding US$800 million. The relevant details are set out as follows:

I. Necessity of carrying out foreign exchange capital transaction business

In 2015, the risks in foreign exchange market have significantly increased as compared to prior years under the influence of international political and economic environment. The two-way fluctuation of the RMB against the U.S. dollar has continued and the extent of fluctuation has widened. The fluctuation in the exchange rates of non-U.S. dollar currencies (such as Euro) is expected to be violent. In

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LETTER FROM THE BOARD

2014, the import and export business of the Company recorded a total turnover of approximately US$1,200 million. To mitigate the exposure to foreign exchange risks in the import and export business and to safeguard the stable operation of the Company, there is a necessity for the Company to avert foreign exchange risks through the carrying out of foreign exchange capital transaction business.

II. Summary of foreign exchange capital transaction business to be carried out

To avert foreign exchange risks in the collection and payment of foreign exchange for its import and export business, the Company proposes to carry out the following foreign exchange capital transaction businesses:

Forward settlement of foreign exchange: contract for forward settlement of foreign exchange will be entered into with the banks in alignment with the amount and time of foreign exchange to be collected in future in order to fix the exchange rate for foreign exchange to be collected in future.
Forward sale of foreign exchange: contract for forward purchase of foreign exchange will be entered into with the banks in alignment with the amount and time of foreign exchange to be paid in future in order to fix the exchange rate for foreign exchange to be paid in future.
DF+NDF business: contract for forward settlement and sale of foreign exchange (abbreviated “DF”) will be entered into with domestic banks in alignment with the amount and time of foreign exchange to be collected and paid in future, and an overseas subsidiary of the Company will simultaneously enter into non-deliverable forward (abbreviated “NDF”) contract with foreign banks in a reverse direction with the same amount and same maturity date in order to fix the income upon maturity.
Other foreign exchange derivatives trading business refers to foreign exchange swap business between the Company and the banks.

III. Principal terms of foreign exchange capital transactions to be carried out

Duration of the contract: all foreign exchange capital transactions to be carried out by the Company shall have a term not exceeding two years.
Counterparty: banks.

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LETTER FROM THE BOARD

Arrangement about liquidity: all foreign exchange capital transaction businesses shall be based on reasonable estimation of the future import and export business of the Company to fulfill actual trading needs. In addition, forward foreign exchange transactions are carried out by way of bank credits and thus have no impact on the liquidity of the Company.

IV. Management system

Pursuant to the “Internal Control System for Forward Foreign Exchange Capital Transactions” and the “Management Measures for Foreign Exchange Capital”.

V. Risk analysis of foreign exchange capital transactions

1. Market risks

Unilateral forward settlement of foreign exchange business and unilateral forward sale of foreign exchange business: taking into account its research and forecast on the trend of the foreign exchange rates and considering the Company’s tolerance to price changes arising from fluctuations in exchange rates, the Company will determine if it will enter into contracts for forward settlement of foreign exchange and contracts for forward sale of foreign exchange in order to fix the costs and gains from currency exchange. Despite the existence of loss of certain opportunities, the timely operation of unilateral forward settlement and sale of foreign exchange business will effectively avert the market risks and ensure reasonable profits for the Company.

For DF+NDF business, the income upon maturity will be fixed at the time of its operation and it is not exposed to the risks of market fluctuations.

Foreign exchange swap business mainly targets at fixing the exchange rate and interest rate of the existing export factoring business of the Company in order to avert the risks of fluctuation of exchange rate and interest rate of the factoring business.

2. Liquidity risks

The Company enters into contracts related to foreign exchange capital transactions based on its reasonable estimation of future foreign exchange income and expenses. There is neither speculative operation nor risks of nonperformance, and the liquidity of the Company will not be affected.

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LETTER FROM THE BOARD

3. Risk of breach of contracts by banks

In relation to the forward foreign exchange capital transaction business, the Company will not be able to settle the original foreign exchange contracts using the contract price in case the banks go bankrupt during the term of the contracts. There is a risk of the income being uncertain.

However, as the Company will select to carry out its foreign exchange capital transaction business with large banks such as Industrial and Commercial Bank of China, Bank of China, Bank of Communications, HSBC and ANZ Bank, which possess solid strengths and stable operation, the risk of loss that the Company may suffer due to the bankruptcy of such banks is very low.

VI. Description of risk management strategies

The Company upholds the principle of “capital safety, appropriateness and reasonableness”, under which all foreign exchange capital businesses shall have a normal and reasonable business background to eliminate speculative operation. At the same time, the Company’s foreign exchange capital transactions are subject to hierarchical management system with specific management positions and responsibilities at each level. The application, supervision and actual operation of foreign exchange capital business are the responsibilities of different levels and different departments with specific persons-in-charge. The hierarchical management has fundamentally eradicated the risks of operation by one single person or one single department, realizing effective control and prevention of risks.

VII. Analysis of fair values

The Company recognizes and measures fair values in accordance with the “Accounting Standard for Enterprise No. 22 — Recognition and Measurement of Financial Instruments”, and the fair values are fundamentally determined in accordance with the prices provided by the banks which are the contractual counterparties. The Company measures and recognizes the fair values on a monthly basis.

VIII. Accounting policies and principle of auditing

In accordance with the relevant requirements of the “Accounting Standard for Enterprises No. 22 — Recognition and Measurement of Financial Instruments”, the “Accounting Standard for Enterprises No. 24 — Hedging”, and the “Accounting Standard for Enterprises No. 37 — Presentation of Financial Instruments” and the

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LETTER FROM THE BOARD

guidelines of the Ministry of Finance, the Company arranges corresponding audits on the foreign exchange capital transaction businesses that have already been carried out and the same will be reflected in the relevant items in the statement of financial position and the income statement.

AGM

The notice of the AGM is set out on pages 10 to 40 of this circular. A form of proxy for use at the AGM is enclosed with this circular. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon, and must be lodged, 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, 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 of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting at the AGM or any adjournment thereof if they so wish.

VOTING BY POLL

In accordance with Article 8.27 of the Articles of Association, a poll may be demanded in any general meeting of the Company by:

(A) the chairman of the meeting; or
(B) at least two shareholders present in person or by proxy entitled to vote thereat; or
(C) one or more shareholder(s) present in person or by proxy and representing, individually or in aggregate, 10% or more of all shares carrying the right to vote at the general meeting.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes casted at the AGM will be taken by poll (except those which relate purely to a procedural or administrative matter) and the chairman of the meeting will make such demand at the AGM and will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

The register of members of the Company will be closed from 27 May 2015 (Wednesday) to 26 June 2015 (Friday) (both days inclusive). To qualify for attendance at the AGM, all H shares transfer together with the relevant share certificates must be lodged with the

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LETTER FROM THE BOARD

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 Tuesday, 26 May 2015 for registration.

RECOMMENDATION

The Board is of the opinion that the all resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends the shareholders to vote in favor of the resolutions to be proposed at the AGM as set out in the notice of the AGM.

Yours faithfully,

By Order of the Board of

Hisense Kelon Electrical Holdings Company Limited

Tang Ye Guo

Chairman

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NOTICE OF 2014 ANNUAL GENERAL MEETING

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 2014 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2014 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 2015 at 3:00 p.m. to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

To consider and approve the report of the board of directors of the Company for the year 2014;
To consider and approve the report of the supervisory committee of the Company for the year 2014;
To consider and approve the annual report of the Company for the year 2014 and its summary;
To consider and approve the audited financial statements of the Company for the year 2014;
To consider and approve the profit distribution proposal of the Company for the year 2014(7);
To consider and approve the resolution on the reappointment of Ruihua Certified Public Accountants as the auditor of the Company for the year 2015 and the authorization to the board of directors to fix its remuneration(8);
To consider and approve the special report of the Company on the carrying out of foreign exchange capital transaction business for the year 2015;
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 handle the relevant matters(9);

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NOTICE OF 2014 ANNUAL GENERAL MEETING

To consider and approve the resolutions on the election of the new session of the board of directors:
9.1 To consider and approve the election of Mr. Tang Ye Guo(11) as an executive director of the ninth session of the board of directors of the Company and to fix the level of his remuneration;
9.2 To consider and approve the election of Ms. Yu Shu Min(12) as an executive director of the ninth session of the board of directors of the Company and to fix the level of her remuneration;
9.3 To consider and approve the election of Mr. Lin Lan(13) as an executive director of the ninth session of the board of directors of the Company and to fix the level of his remuneration;
9.4 To consider and approve the election of Mr. Tian Ye(14) as an executive director of the ninth session of the board of directors of the Company and to fix the level of his remuneration;
(15)
9.5 To consider and approve the election of Mr. Huang Xiao Jian as an executive director of the ninth session of the board of directors of the Company and to fix the level of his remuneration;
9.6 To consider and approve the election of Mr. Jia Shao Qian(16) as an executive director of the ninth session of the board of directors of the Company and to fix the level of his remuneration;
9.7 To consider and approve the election of Mr. Xu Xiang Yi(17) as an independent non-executive director of the ninth session of the board of directors of the Company and to fix the level of his remuneration;
9.8 To consider and approve the election of Mr. Wang Ai Guo(18) as an independent non-executive director of the ninth session of the board of directors of the Company and to fix the level of his remuneration;
9.9 To consider and approve the election of Mr. Wang Xin Yu(19) as an independent non-executive director of the ninth session of the board of directors of the Company and to fix the level of his remuneration;
To consider and approve the resolutions on the election of the new session of the supervisory committee:
10.1 To consider and approve the election of Mr. Liu Zhen Shun(20) as a shareholder representative supervisor of the ninth session of the supervisory committee of the Company and to fix the level of his remuneration; and

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NOTICE OF 2014 ANNUAL GENERAL MEETING

10.2 To consider and approve the election of Ms. Gao Yu Ling(21) as a shareholder representative supervisor of the ninth session of the supervisory committee of the Company and to fix the level of her remuneration.
To consider and approve the resolution in relation to the amendments to the relevant provisions of the Rules of Procedures of Shareholders’ General Meeting. Details of the amendments are as follows:

1. The existing Rule 5 shall be amended as follows:

Existing provision:

Article 5 The Board, independent directors and shareholders qualified under the relevant regulation may solicit from other shareholders of the Company the rights to vote in a shareholders’ general meeting. The solicitation of the rights to vote should be done without consideration, and information should be fully disclosed to the shareholders whose rights to vote are collected.

It is to be amended as:

The Company and the person soliciting the rights to vote shall not impose any restriction of minimum shareholding for soliciting voting rights.

2. The existing Rule 8 shall be amended as follows:

Existing provision:

Article 8 The board of directors of the Company should engage lawyers to attend shareholders’ general meeting to give opinion and make an announcement on the following issues:

(1) whether the procedures for convening and holding shareholders’ general meeting are in compliance with the laws, regulations and the Articles of Association;
(2) whether the qualifications of persons attending the shareholders’ general meeting and convening the shareholders’ general meeting are legal and valid;

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NOTICE OF 2014 ANNUAL GENERAL MEETING

(3) whether the qualifications of the shareholders proposing an additional resolution (if applicable) is in compliance with the relevant regulations;
(4) whether the voting procedures at the shareholders’ general meeting are legal and valid;
(5) if online voting method is adopted at the shareholders’ general meeting, legal opinion should be issued in respect of the relevant circumstances of online voting. If adding, rejecting or amending the resolutions is involved, legal opinion should be issued in respect of the subject of such resolutions and the voting procedures;
(6) legal opinion issued in accordance with the request of the Company in respect of other matters.

The board of directors of the Company can at the same time engage notaries to attend shareholders’ general meeting.

It is to be amended as:

Article 8 The board of directors of the Company should engage lawyers to attend shareholders’ general meeting to give opinion and make an announcement on the following issues:

(1) whether the procedures for convening and holding shareholders’ general meeting are in compliance with the laws, regulations and the Articles of Association;
(2) whether the qualifications of persons attending the shareholders’ general meeting and convening the shareholders’ general meeting are legal and valid;
(3) whether the qualifications of the shareholders proposing an additional resolution (if applicable) is in compliance with the relevant regulations;
(4) whether the voting procedures and voting results at the shareholders’ general meeting are legal and valid;
(5) legal opinion should be issued in respect of the relevant circumstances of online voting. If adding, rejecting or amending the resolutions is involved, legal opinion should be issued in respect of the subject of such resolutions and the voting procedures;

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NOTICE OF 2014 ANNUAL GENERAL MEETING

(6) legal opinion issued in accordance with the request of the Company in respect of other matters. The board of directors of the Company can at the same time engage notaries to attend shareholders’ general meeting.

3. The existing Rule 9 shall be amended as follows:

Existing provision:

Article 9 When the Company convenes a shareholders’ general meeting, the board of directors of the Company should notify the shareholders by an announcement at least 45 days (excluding the date of the general meeting) prior to the holding of the general meeting. The contents of the notice of the shareholders’ general meeting should comply with the provisions of the Articles of Association.

It is to be amended as:

The contents of the notice of the shareholders’ general meeting should comply with the provisions of the Articles of Association.

If online voting or other voting method is adopted, the voting time and the voting procedures of online voting or other voting method should be clearly stated in the notice of the shareholders’ general meeting.

The commencement time for online voting or other voting method for the shareholders’ general meeting should not be earlier than 3:00 p.m. on the day before the shareholders’ general meeting and should not be later than 9:30 a.m. on the day of the convening of the shareholders’ general meeting and it should not end earlier than 3:00 p.m. on the day of the conclusion of the shareholders’ general meeting.

The notice and supplemental notice of the shareholders’ general meeting should fully and completely disclose specific contents of all the resolutions and all information or explanation to enable the shareholders to make reasonable judgment on the matters proposed to be discussed. Independent directors should comment on the matters proposed to be discussed and their comments should be disclosed in the notice or supplemental notice of the shareholders’ general meeting.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

4. The existing Rule 12 shall be amended as follows:

Existing provision:

Article 12 The Chairman shall chair the shareholders’ general meeting. In case the chairman of the board cannot discharge his/her duties, the general meeting shall be chaired by the vice-chairman nominated by the chairman. If the vicechairman cannot or does not discharge his/her duties, the general meeting shall be chaired by a director proposed by a majority of the directors.

Shareholders’ general meeting convened by the supervisory committee shall be chaired by the chairman of the supervisory committee. If the chairman of the supervisory committee cannot discharge his/her duties, the general meeting shall be chaired by vice-chairman of the supervisory committee. If the vicechairman of the supervisory committee cannot or does not discharge his/her duties, the general meeting shall be chaired by a supervisor proposed by a majority of the supervisors.

……

It is to be amended as:

Article 12 The Chairman shall chair the shareholders’ general meeting. If the Chairman is unable to attend the meeting for any reason, he may nominate a director to convene and chair the meeting on his behalf. If no chairman is appointed for any reason, the shareholders present at the meeting can elect a person as chairman. If the shareholders shall fail to elect a chairman for any reason, the shareholder (including a proxy) holding the largest number of shares carrying the right to vote thereat shall be the chairman of the meeting.

Shareholders’ general meeting convened by the supervisory committee shall be chaired by the chairman of the supervisory committee. If the chairman of the supervisory committee cannot or does not discharge his/her duties, the general meeting shall be chaired by a supervisor proposed by a majority of the supervisors.

……

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NOTICE OF 2014 ANNUAL GENERAL MEETING

5. The existing Rule 25 shall be amended as follows:

Existing provision:

Article 25 Shareholders whose names appear on the register on the record date, i.e. the date of notice convening the shareholders’ general meeting, or their proxies shall be entitled to attend the general meeting. The Company and the convenor cannot reject such shareholders from attending the general meeting for any reason.

It is to be amended as:

Article 25 Shareholders whose names appear on the register on the record date, i.e. the date of announcement of convening the shareholders’ general meeting, or their proxies shall be entitled to attend the general meeting. The Company and the convenor cannot reject such shareholders from attending the general meeting for any reason.

The convenor and lawyers should rely on the register of shareholders provided by the securities registration and clearing organization to jointly verify the legality of the qualification of the shareholders are legal and register the names of the shareholders and the number of shares held by them with voting rights. The registration for the general meeting should end before the chairman announces the number of shareholders and proxies attending the general meeting and the total number of shares held by them carrying voting right.

6. The existing Rule 26 shall be amended as follows:

Existing provision:

Article 26 Shareholders can attend the shareholders’ general meeting in person or appoint proxies to attend and vote on their behalf.

It is to be amended as:

Article 26 The Company should hold shareholders’ general meeting in the Company’s domicile or the place specified in the Articles of Association.

Shareholders’ general meeting should be set up at a venue and should be held by way of a physical meeting. Shareholders’ general meeting should adopt safe, economic and convenient network and other method to enable shareholders to attend general meeting conveniently in accordance

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NOTICE OF 2014 ANNUAL GENERAL MEETING

with the law, administrative regulations or regulations stipulated by China Securities Regulatory Commission or the Articles of Association. Shareholders attending the general meeting by the abovementioned methods will be regarded as attending the general meeting. Shareholders can attend the shareholders’ general meeting in person or appoint proxies to attend and vote on their behalf.

7. The existing Rule 31 shall be amended as follows:

Existing provision:

Article 31 The board of directors and other persons convening the general meeting shall take necessary measures to ensure the normal order of the shareholders’ general meeting. The board of directors and other persons convening the general meeting shall take necessary measures to ensure the seriousness and normal order of the general meeting. Except the attending shareholders, directors, supervisors, secretaries to the board, senior management, appointed lawyers and persons invited by the board of directors, the Company is entitled to refuse other persons to enter into the venue of the shareholders’ general meeting in accordance with law. The Company should take measures to prohibit behavior interfering the order of the general meeting, picking quarrels, stirring up trouble and intruding the legal rights of the other shareholders. The Company shall report such behavior to the relevant departments timely.

It is to be amended as:

Article 31 The board of directors and other persons convening the general meeting shall take necessary measures to ensure the seriousness and normal order of the general meeting. Except the attending shareholders, directors, supervisors, secretaries to the board, senior management, appointed lawyers and persons invited by the board of directors, the Company is entitled to refuse other persons to enter into the venue of the shareholders’ general meeting in accordance with law. The Company should take measures to prohibit behavior interfering the order of the general meeting, picking quarrels, stirring up trouble and intruding the legal rights of the other shareholders. The Company shall report such behavior to the relevant departments timely.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

8. The existing Rule 32 shall be amended as follows:

Existing provision:

Article 32 When considering each of the resolutions at the shareholders’ general meeting, the chairman should ensure that attending shareholders have the right to speak. However, if there are a lot of shareholders requesting to speak at the general meeting, shareholders requesting to speak shall conduct a registration to speak at the secretariat of the general meeting and the shareholders shall speak in accordance with the sequence of registration.

If there are a lot of shareholders requesting to speak, the chairman is entitled to limit the speaking time for each shareholder.

It is to be amended as:

If there are a lot of shareholders requesting to speak, the chairman is entitled to limit the speaking time for each shareholder.

When a shareholder speaks, he/she should first report his/her name (or the company name) and the number of shares he/she/it holds.

9. The existing Rule 33 shall be amended as follows:

Existing provision:

Article 33 When a shareholder speaks, he/she should first report his/her name (or the company name) and the number of shares he/she/it holds.

It is to be amended as:

Article 33 The chairman should announce the number of shareholders and proxies attending the general meeting and the total number of shares they hold with voting rights before voting. The number of attending shareholders and proxies and the total number of shares they hold with voting rights as registered at the general meeting shall prevail.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

10. The existing Rule 35 shall be amended as follows:

Existing provision:

Article 35 All resolutions listed on the agenda should be voted separately at the shareholders’ general meeting and should not be set aside or not being voted. If there are different resolutions in respect of the same matter at the annual general meeting, the resolutions should be voted chronologically.

It is to be amended as:

Article 35 All resolutions listed on the agenda should be voted separately at the shareholders’ general meeting and should not be set aside or not being voted. If there are different resolutions in respect of the same matter at the shareholders’ general meeting , the resolutions should be voted chronologically.

11. The existing Rule 38 shall be amended as follows:

Existing provision:

Article 38: For annual general meeting and shareholders’ general meeting convened at the request of the supervisory committee, independent directors or shareholders shall not be voted by telecommunication device. When the following matters are considered at the shareholders’ extraordinary general meeting, voting by telecommunication device should not be used:

(1) increasing or decreasing registered capital of the Company;
(2) issuing bonds of the Company;
(3) division, merger, dissolution and liquidation of the Company;
(4) amendments to the Articles of Association;
(5) proposals for profits distribution and recovery of loss;
(6) appointment and dismissal of directors and supervisors;
(7) changes in investment in offering funds;
(8) connected transactions which require shareholders’ approval;
(9) acquisition or disposal of assets which require shareholders’ approval;

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NOTICE OF 2014 ANNUAL GENERAL MEETING

(10) change of auditors;
(11) other matters which cannot be voted by telecommunication device as specified in the Articles of Association.

It is to be amended as:

The content of this article 38 is deleted, the remaining provisions shall be moved up accordingly.

12. The existing Rule 40 shall be amended as follows:

Existing provision:

Article 40 Open ballot voting method shall be used in shareholders’ general meeting. Shareholders shall exercise their voting rights according to the number of voting shares that they represent, and each share carries one vote.

Save and except for voting by attending the shareholders’ general meeting, the Board may decide whether to provide an online voting platform to the shareholders.

Relevant requirements issued by China Securities Regulatory Commission and the Shenzhen Stock Exchange shall be complied with when implementing online voting for the Company’s shareholders’ general meeting.

The Company shall arrange for online voting for shareholders when examining the following matters:

(1) amendment of the Articles of Association;
(2) cash dividend proposal which is lower than the level as provided in established policy and return plan;
(3) other matters for which the provision of online voting is required by the China Securities Regulatory Commission and the Stock Exchange.

Where online voting is adopted for the shareholders’ general meeting, all shareholders whose names appear on the register of shareholders on the record date for the purpose of the shareholders’ general meeting, are entitled to exercise their voting rights through the online voting system for the shareholders’ general meeting, provided that the voting right of the same share shall be exercised through only one of the following ways: on-the-spot

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NOTICE OF 2014 ANNUAL GENERAL MEETING

voting, online voting or other voting methods which are in compliance with the relevant requirements. In the event that the voting right of the same share is repeatedly exercised by means of on-the-spot voting and online voting, onthe-spot voting shall prevail.

Where the shareholders of the Company or their proxies exercise their voting rights through the online voting system for the shareholders’ general meeting, they shall participate in the online voting within the effective time as stipulated in the notice of the shareholders’ general meeting.

Shareholders of the Company or their proxies shall be entitled to examine their voting results through the online voting system for the shareholders’ general meeting.

It is to be amended as:

The Company has no voting right for the shares it holds. The shares held by the Company shall not be counted in the total number of voting shares represented by the shareholders attending the shareholders’ general meeting.

Save and except for voting by attending the shareholders’ general meeting, the Company shall, through various means and channels, use modern information technology and provide an online voting platform as a prioritized means, provide convenience to shareholders attending shareholders’ general meeting, provided that the legality and validity of the shareholders’ general meeting is assured.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

All shareholders whose names appear on the register of shareholders on the record date for the purpose of the shareholders’ general meeting, are entitled to exercise their voting rights through the online voting system for the shareholders’ general meeting, provided that the voting right of the same share shall be exercised through only one of the following ways: on-the-spot voting, online voting or other voting methods which are in compliance with the relevant requirements.

Where repeat voting occurs for the same share, the result of the first valid voting prevails.

Shareholders of the Company or their proxies shall be entitled to examine their voting results through the online voting system for the shareholders’ general meeting.

13. The existing Rule 42 shall be amended as follows:

Existing provision:

Article 42 Prior to the voting at the shareholders’ general meeting, 3 scrutineers should be elected by the attending shareholders, of which there should be one supervisor and two shareholder’s representatives.

When the resolutions at the shareholders’ general meeting involve matters regarding connected transactions, connected shareholder should not be a scrutineer.

It is to be amended as:

When the resolutions at the shareholders’ general meeting involve matters regarding connected transactions, connected shareholder should not be a scrutineer.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

When voting on resolutions at the shareholders’ general meeting, lawyers, shareholders’ representative and supervisor’s representative should be jointly responsible for counting and scrutineering the votes.

14. The existing Rule 43 shall be amended as follows:

Existing provision:

Article 43 Shareholders shall duly complete the ballot paper as required and put the same into the voting box, failure to complete the ballot paper, or the ballot paper having been wrongly completed or being illegible, or ballot paper not voted shall be deemed abstention from voting by the voter. The votes represented by such shares shall not be counted to the total number of valid votes of such resolution.

It is to be amended as:

Article 43 Shareholders shall duly complete the ballot paper as required and put the same into the voting box, failure to complete the ballot paper, or the ballot paper having been wrongly completed or being illegible, or ballot paper not voted shall be deemed abstention from voting by the voter. The votes represented by such shares shall be counted as “abstention”.

15. The existing Rule 44 shall be amended as follows:

Existing provision:

Article 44 Where online voting system is provided to shareholders for a shareholders’ general meeting, the voting results shall be announced by the representative of the scrutineer at the meeting only after the scrutineer has consolidated and calculated the voting results for each resolution voted by means of on-the-spot voting, online voting and other means of voting in compliance with the relevant requirements.

Where multiple resolutions are to be passed at the shareholders’ general meeting, if a shareholder only votes upon one or some of such resolutions, the shareholder shall be deemed as present at the meeting and therefore be taken into account in calculating the total number of shareholders present at the meeting. In other resolutions which the shareholder has not expressed any opinion, the shareholder shall be deemed as having abstained from voting.

Before the formal announcement of the results of online voting, the Company and the substantial shareholders shall be under confidentiality obligation in relation to the voting.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

It is to be amended as:

Article 44 The voting results shall be announced by the representative of the scrutineer at the meeting only after the scrutineer has consolidated and calculated the voting results for each resolution voted by means of on-thespot voting, online voting and other means of voting in compliance with the relevant requirements.

Before the formal announcement of the voting results, the companies, tellers, scrutineers, substantial shareholders, network service provider and other relevant parties involved in the on-the-spot voting, online voting and other means of voting shall be under confidentiality obligation in relation to the voting.

16. The existing Rule50 shall be amended as follows:

Existing provision:

Article 50 A minutes shall be prepared for the shareholders’ meeting and it shall contain the following details:

(1) the total number of shares with voting rights represented at the shareholders’ meeting and its ratio to the total number of shares of the Company;
(2) the date and venue which the meeting is held;
(3) the name of the chairman of the meeting and the agenda;
(4) the key points of the speech made by each speaker in respect of each matters considered;
(5) the voting result of each resolution;
(6) the inquires and the suggestions made by the shareholders and the replies or explanations provided by the board of directors or the supervisory committee;

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NOTICE OF 2014 ANNUAL GENERAL MEETING

(7) other details which the shareholders’ meeting deems necessary to be included in the minutes pursuant to the requirement under the Articles of Association.

The minutes of the shareholders’ general meeting shall be signed by the Directors who have attended such meeting as well as the person who took the minutes. Such minutes shall be kept by the Board Secretary as the Company’s files for a period of ten (10) years.

It is to be amended as:

Article 50: A minutes shall be prepared for the shareholders’ meeting. Such minutes shall be prepared by the secretary to the board of directors and shall contain the following details:

(1) the total number of shares with voting power represented at the shareholders’ meeting and it ratio to the total number of shares of the Company;
(2) the date and venue which the meeting is held;
(3) the name of the chairman of the meeting and the agenda;
(4) the key points of the speech made by each speaker in respect of each matters considered;
(5) the voting result of each resolution;
(6) the inquires and the suggestions made by the shareholders and the replies or explanations provided by the board of directors or the supervisory committee;
(7) other details which the shareholders’ meeting deems necessary to be included in the minutes pursuant to the requirement under the Articles of Association.

The Directors who have attended such meeting, secretary to the board of directors, convenor or its representative, and the chairman of the meeting shall sign on the minutes and warrant that the details thereof are true, accurate and complete. The minutes shall be kept together with other valid materials such as the signing book for the shareholders who have attended such meeting, the power of attorney for appointment of proxies and the results of online voting and voting through other means. The minutes shall be kept for a period of ten (10) years.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

The …… above represents original provisions of which the disclosure are omitted as they are not involved in the present amendments.

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.

SPECIAL RESOLUTION

To consider and approve the amendments to the relevant provisions of the Articles of Association of the Company and to authorize the board of directors to deal with the filing, change, registration and other related matters required for the amendments to the Articles of Association for and on behalf of the Company. Details of the amendments are as follows:

1. The existing Article 8.10 shall be amended as follows:

Existing provision:

Article 8.10 The Board, the supervisory committee and any shareholder(s) who hold(s), individually or jointly, 3% or more of the Company’s shares shall be entitled to propose motion(s).

……

If online voting is adopted at the annual general meeting, any additional motion so proposed shall be submitted to the Board at least sixteen (16) days prior to the date of the annual general meeting for announcement by the Board. Any additional motion proposed at the meeting or other motions which have not been announced shall not be resolved at the general meeting.

……

It is to be amended as:

Article 8.10 The Board, the supervisory committee and any shareholder(s) who hold(s), individually or jointly, 3% or more of the Company’s shares shall be entitled to propose motion(s).

……

Any additional motion so proposed shall be submitted to the Board at least sixteen (16) days prior to the date of convening the general meeting for announcement by the Board. Any additional motion proposed at the

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NOTICE OF 2014 ANNUAL GENERAL MEETING

meeting or other motions which have not been announced shall not be resolved at the general meeting.

……

2. The existing Article 8.12 shall be amended as follows:

Existing provision:

Article 8.12 A notice of shareholders’ general meeting of the Company shall satisfy the following requirements:

(1) be in writing or in electronic form (including but not limited to publication of an announcement on the Company’s website and the website of Hong Kong Stock Exchange);
(2) specify the place, date and time of the meeting;
(3) if online voting system is provided to the shareholders for the shareholders’ general meeting, state clearly the time when online voting commences and ends, the voting procedures and matters to be considered;

……

It is to be amended as:

Article 8.12 A notice of shareholders’ general meeting of the Company shall satisfy the following requirements:

(1) be in writing or in electronic form (including but not limited to publication of an announcement on the Company’s website and the website of Hong Kong Stock Exchange);
(2) specify the place, date and time of the meeting;
(3) state clearly the time when online voting commences and ends, the voting procedures and matters to be considered;

……

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NOTICE OF 2014 ANNUAL GENERAL MEETING

3. The existing Article 8.16 shall be amended as follows:

Existing provision:

Article 8.16 The Board, independent directors and shareholders qualified under the relevant regulation may solicit from other shareholders of the Company the rights to vote in a shareholders’ general meeting. The solicitation of the rights to vote should be done without consideration, and information should be fully disclosed to the shareholders whose rights to vote are collected.

It is to be amended as:

The Company and the person soliciting the rights to vote shall not impose any restriction of minimum shareholding for soliciting voting rights.

4. The existing Article 8.23 shall be amended as follows:

Existing provision:

Article 8.23 Unless otherwise provided in these Articles of Association, when shareholders (including proxies) vote at the general meeting, they shall exercise their voting rights according to the number of voting shares that they represent, and each share carries one vote.

It is to be amended as:

When material issues affecting the interests of small to medium investors are considered at the shareholders’ general meeting, the votes of the small to medium investors shall be counted separately. The separate votes counting results shall be disclosed publicly in a timely manner. The Company has no voting right for the shares it holds. The shares held by the Company shall not be counted in the total number of voting shares represented by the shareholders attending the shareholders’ general meeting.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

5. The existing Article 8.24 shall be amended as follows:

Existing provision:

Article 8.24 The Company shall use various means to encourage a higher proportion of participation by shareholders in shareholders’ general meetings, including the use of modern information technology, such as the provision of an online voting platform, provided that the legality and validity of the shareholders’ general meeting is assured.

It is to be amended as:

Article 8.24 The Company shall use various means to encourage a higher proportion of participation by shareholders in shareholders’ general meetings, the use of modern information technology, such as the provision of an online voting platform as a prioritized means , provided that the legality and validity of the shareholders’ general meeting is assured.

6. The existing Article 8.25 shall be amended as follows:

Existing provision:

Article 8.25 Save and except for voting by attending the shareholders’ general meeting, the Board may decide whether to provide an online voting platform to the shareholders. Relevant requirements issued by China Securities Regulatory Commission and the Shenzhen Stock Exchange shall be complied with when implementing online voting for the Company’s shareholders’ general meeting.

The Company shall arrange for online voting for shareholders when examining the following matters:

(1) amendment of the Articles of Association;
(2) cash dividend proposal which is lower than the level as provided in established policy and return plan;
(3) other matters for which the provision of online voting is required by the China Securities Regulatory Commission and the Stock Exchange.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

share shall be exercised through only one of the following ways: on-the-spot voting, online voting or other voting methods which are in compliance with the relevant requirements. In the event that the voting right of the same share is repeatedly exercised by means of on-the-spot voting and online voting, onthe-spot voting shall prevail.

……

It is to be amended as:

Article 8.25 The shareholders’ general meeting of the Company shall implement online voting and shall comply with the relevant requirements issued by China Securities Regulatory Commission and the Shenzhen Stock Exchange.

All shareholders whose names appear on the register of shareholders on the record date for the purpose of the shareholders’ general meeting, are entitled to exercise their voting rights through the online voting system for the shareholders’ general meeting, provided that the voting right of the same share shall only be exercised through one of the following ways: on-the-spot voting, online voting or other voting methods which are in compliance with the relevant requirements. Where repeat voting occurs for the same share, the result of first valid voting prevails.

……

7. The existing Article 8.32 shall be amended as follows:

Existing provision:

Article 8.32 Where online voting system is provided to shareholders for a shareholders’ general meeting, the voting results shall be announced by the representative of the scrutineer at the meeting only after the scrutineer has consolidated and calculated the voting results for each resolution voted by means of on-the-spot voting, online voting and other means of voting in compliance with the relevant requirements.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

Before the formal announcement of the results of online voting, the Company and the substantial shareholders shall be under confidentiality obligation in relation to the voting.

It is to be amended as:

Article 8.32 The voting results shall be announced by the representative of the scrutineer at the meeting only after the scrutineer has consolidated and calculated the voting results for each resolution voted by means of on-thespot voting, online voting and other means of voting in compliance with the relevant requirements.

8. The existing Article 15.18 shall be amended as follows:

Existing provision:

Article 15.18 Subject to the restrictions stipulated by Articles 15.11, 15.12 and 15.14 herein, the final dividends shall be distributed in proportion to the shareholding of the shareholders within six (6) months after the end of the accounting year.

It is to be amended as:

Article 15.18 Subject to the restrictions stipulated by Articles 15.11, 15.12 and 15.14 herein, specified proposal for the final dividends shall be distributed in proportion to the shareholding of the shareholders shall be implemented within 2 months after the end of the shareholders’ general meeting .

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NOTICE OF 2014 ANNUAL GENERAL MEETING

9. The existing Article 15.19 shall be amended as follows:

Existing provision:

Article 15.19 The profit distribution policies and decision-making process for profit distribution proposal of the Company:

The profit distribution policies of the Company:

(1) The profit distribution of the Company shall focus on giving reasonable investment return to its investors. The profit distribution policies shall maintain continuity and stability, and shall not be adjusted at will to lower the level of return to shareholders once such policies have been confirmed.
(2) Form, condition and proportion of profit distribution of the Company:
(a) The Company may distribute dividends in cash, in shares or in a combination of both cash and shares.
(b) ……

It is to be amended as:

Article 15.19 The profit distribution policies and decision-making process for profit distribution proposal of the Company:

The profit distribution policies of the Company:

(1) The profit distribution of the Company shall focus on giving reasonable investment return to its investors. The profit distribution policies shall maintain continuity and stability, and shall not be adjusted at will to lower the level of return to shareholders once such policies have been confirmed.
(2) Form, condition and proportion of profit distribution of the Company:
(a) The Company may distribute dividends in cash, in shares or in a combination of both cash and shares and distribution of profits by cash shall be a prioritized means. When the conditions for profit distribution by cash are met, profit distribution by cash shall be adopted.
(b)
……

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NOTICE OF 2014 ANNUAL GENERAL MEETING

The …… above are the original articles. As they are not involved in the present amendment of the Articles of Association of the Company, they are omitted herein.

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

Foshan City, Guangdong, the PRC, 7 May 2015

As at the date of this notice, the Company’s directors are Mr. Tang Ye Guo, Ms. Yu Shu Min, Mr. Lin Lan, Mr. Tian Ye and Mr. Huang Xiao Jian; 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 Friday, 5 June 2015. 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 Tuesday, 26 May 2015 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 2015 (Tuesday) (including holders of H shares of the Company who have submitted verified transfer forms on or before 26 May 2015) 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 2015 (Wednesday) to 26 June 2015 (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 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 annual report of the Company for the year 2014 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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NOTICE OF 2014 ANNUAL GENERAL MEETING

(7) The profit distribution proposal of the Company for the year 2014 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 RMB672,478,600, 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 the year 2015 to audit the financial report and internal control of the Company in 2015.
(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. Tang Ye Guo , aged 52, 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 August 2003 to September 2005, he served as an assistant to the president and the vice president of Hisense Company Limited (“Hisense Group”), and the general manager and chairman of the board of directors of Qingdao Hisense Air-Conditioning Company Limited (“Hisense Air-Conditioning”). Mr. Tang was the chairman of the board of directors of Hisense AirConditioning 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 of Hisense Group and chairman of the board of directors of Hisense Air-Conditioning and the chairman of the board of directors of the Company from June 2006 to April 2010. He has been the vice president and a director of Hisense Group and chairman of the board of directors of Hisense Air-Conditioning and the chairman of the board of directors of the Company since April 2010.

As at the date of this notice, Mr. Tang was interested in 415,800 A shares of the Company (representing approximately 0.03% of the total issued share capital of the Company and approximately 0.046% of the total issued A shares of the Company as at the date of this notice) and under the first share option incentive scheme of the Company, Mr. Tang was interested in share options to subscribe for 844,200 A Shares of the Company (representing approximately 0.06% of the total issued share capital of the Company and approximately 0.09% 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

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NOTICE OF 2014 ANNUAL GENERAL MEETING

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 ninth session of the board of directors (that is, 25 June 2018).

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

(12) Ms. Yu Shu Min , aged 63, 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 vice chairwoman of the board of directors and the chief executive officer of Hisense Group. She has been the chairwoman of the board of directors of Hisense Electric since December 1999. Ms. Yu has been the vice chairwoman of the board of directors and the president of Hisense Group since July 2001. She has been a director of the Company since June 2006.

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 ninth session of the board of directors (that is, 25 June 2018).

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

(13) Mr. Lin Lan , aged 57, has worked 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 of GE 動力系統公司 (GE Power Systems). Mr. Lin 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 been a director of the Company since June 2006.

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 ninth session of the board of directors (that is, 25 June 2018).

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

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NOTICE OF 2014 ANNUAL GENERAL MEETING

(14) Mr. Tian Ye , aged 40, has served successively as the head of the financial planning department of Hisense Electric, deputy manager of the business department of the sales company of Hisense Group, 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 from May 2013 to March 2015. He has served as a director of the Company since June 2014. He has been the president of the Company since March 2015.

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 president 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 ninth session of the board of directors (that is, 25 June 2018).

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.

(15) Mr. Huang Xiao Jian , aged 56, has successively served as an engineer of the development department, the head of the air-conditioner 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. He has served as a director of the Company since June 2014.

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 RMB900,000 (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 ninth session of the board of directors (that is, 25 June 2018).

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.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

(16) Mr. Jia Shao Qian , aged 42, has served as a legal adviser in the corporate legal department, a supervisor of public relations in the president office, deputy manager of the president office and manager of the president office of Hisense Group. He served as chairman of the supervisory committee of Hisense Electric from June 2006 to March 2011. He has served as the vice president of the Company since January 2007.

As at the date of this notice, Mr. Jia was interested in 258,060 A shares of the Company (representing approximately 0.019% of the total issued share capital of the Company and approximately 0.029% of the total issued A shares of the Company as at the date of this notice) and under the first share option incentive scheme of the Company, Mr. Jia was interested in share options to subscribe for 569,940 A Shares of the Company (representing approximately 0.04% of the total issued share capital of the Company and approximately 0.06% of the total issued A shares of the Company as at the date of this notice).

Save as disclosed above, Mr. Jia 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. Jia 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. Jia will not receive any director’s remuneration from the Company, however, Mr. Jia will receive emoluments as the vice-president of the Company in the amount of RMB720,000 (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. Jia will stand for election as an executive director of the Company. If elected, Mr. Jia’s term of office will commence from the date of his appointment at the general meeting until the expiry of the term of the ninth session of the board of directors (that is, 25 June 2018).

Save as disclosed above, Mr. Jia 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.

(17) Mr. Xu Xiang Yi , aged 59, a professor of the School of Management of Shandong University, holds a Ph. D. in Law from Shandong University. He is a Ph. D. supervisor in business management. He was the Dean of the School of Management of Shandong University from January 2004 to December 2012, and is currently the head of corporate governance research centre of Shandong University. He was an independent director of Shandong Hi-speed Company Limited (listed on the Shanghai Stock Exchange) from April 2003 to April 2010, a supervisor of Shandong Hi-speed Company Limited since April 2010, an independent director of Hisense Electric (listed on the Shanghai Stock Exchange) from June 2003 to May 2009, an independent director of TonglingJingda Special Magnet Wire Co., Ltd. (listed on the Shanghai Stock Exchange) from December 2006 to January 2010, and an independent director of Shandong Demian Incorporated Company (listed on the Shenzhen Stock Exchange) from April 2010 to December 2011. He has been an independent director of Baolingbao Biology Co., Ltd. (listed on the Shenzhen Stock Exchange) from October 2007 to December 2013, and an independent director of Shandong Longji Machinery Co., Ltd. (listed on the Shenzhen Stock Exchange) from March 2008 to February 2014. He has been an independent director of Shandong Luyitong Intelligent Electric Plc. (listed on the Shenzhen Stock Exchange) since February 2015. He has been an independent non-executive director of the Company since June 2012.

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,

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NOTICE OF 2014 ANNUAL GENERAL MEETING

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 ninth session of the board of directors (that is, 25 June 2018).

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

(18) Mr. Wang Ai Guo , aged 50, 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 was a professor at the Faculty of Accountancy of Shandong Economics College between 2000 and 2011. He was the dean of the School of Accountancy of Shandong University of Finance and Economics（山東財經大學）between 2011 and 2014. He is currently the dean, a professor and a Ph. D. supervisor of the School of Management of University of Jinan（濟南大學管理學院）, 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 secretarygeneral 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 an 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 an independent director of 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 July 2009 and an 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 November 2009. He has been an 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. He has also been an 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. He has served as an independent non-executive director of the Company since January 2011.

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 ninth session of the board of directors (that is, 25 June 2018).

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

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NOTICE OF 2014 ANNUAL GENERAL MEETING

(19) Mr. Wang Xinyu , aged 44, 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.

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 ninth session of the board of directors (that is, 25 June 2018).

(20) Mr. Liu Zhen Shun , aged 45. He has served as the head of the legal department and the legal director of Hisense Group. He was the deputy head of the legal affairs department, the deputy secretary of the discipline inspection committee of Hisense Group 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 Group since July 2012. He has served as a supervisor of the Company since January 2014.

Save as disclosed above, Mr. Liu 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. 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 a shareholder representative supervisor of the Company at the AGM. If elected, Mr. Liu’s term of office will commence from the date of his appointment at the general meeting until the expiry of the term of the ninth session of the supervisory committee (that is, 25 June 2018).

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.

(21) Ms. Gao Yu Ling , aged 34, 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 Hisense Electric. She was the deputy director of the finance centre of Hisense Electric from April 2012 to February 2013. She has been the deputy head of the finance and operation management department of Hisense Group from March 2013 to February 2015. She has served as a supervisor of the Company since January 2014.

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NOTICE OF 2014 ANNUAL GENERAL MEETING

Save as disclosed above, Ms. Gao 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. 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 AGM. If elected, Ms. Gao’s term of office will commence from the date of her appointment at the general meeting until the expiry of the term of the ninth session of the supervisory committee (that is, 25 June 2018).

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.

(22) Hisense Group and Hisense Air-Conditioning mentioned in this notice are controlling shareholders of the Company as defined under the Listing Rules, whereas Hisense Electric, the shares of which are listed on the Shanghai Stock Exchange, is owned as to 39.38% by Hisense Group.
(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. The English version of the proposed amendments to the Articles of Association and the proposed amendments to the relevant provisions of the Rules of Procedures of Shareholders’ General Meeting 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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AI assistant

Medlive Technology Co., Ltd. — AGM Information 2015

50436_rns_2015-05-07_49a62abf-f4e9-46c7-b00f-98d90a8068c4.pdf

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龍電器股份有限公司

(4) SPECIAL REPORT ON THE CARRYING OUT OF FOREIGN EXCHANGE CAPITAL TRANSACTION BUSINESS IN 2015 AND

CONTENTS

DEFINITIONS

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龍電器股份有限公司

INTRODUCTION

PROPOSED APPOINTMENT OF DIRECTORS

PROPOSED APPOINTMENT OF SUPERVISORS

PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF THE ARTICLES OF ASSOCIATION

Effects of the amendments

PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF THE RULES OF PROCEDURES OF SHAREHOLDERS’ GENERAL MEETING

SPECIAL REPORT ON THE CARRYING OUT OF FOREIGN EXCHANGE CAPITAL TRANSACTION BUSINESS IN 2015

I. Necessity of carrying out foreign exchange capital transaction business

II. Summary of foreign exchange capital transaction business to be carried out

III. Principal terms of foreign exchange capital transactions to be carried out

IV. Management system

V. Risk analysis of foreign exchange capital transactions

1. Market risks

2. Liquidity risks

3. Risk of breach of contracts by banks

VI. Description of risk management strategies

VII. Analysis of fair values

VIII. Accounting policies and principle of auditing

LETTER FROM THE BOARD

AGM

VOTING BY POLL

LETTER FROM THE BOARD

RECOMMENDATION

Yours faithfully,

Tang Ye Guo

HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信科龍電器股份有限公司

NOTICE OF 2014 ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

1. The existing Rule 5 shall be amended as follows:

Existing provision:

It is to be amended as:

2. The existing Rule 8 shall be amended as follows:

Existing provision:

It is to be amended as:

3. The existing Rule 9 shall be amended as follows:

Existing provision:

It is to be amended as:

Existing provision:

It is to be amended as:

Existing provision:

It is to be amended as:

Existing provision:

It is to be amended as:

7. The existing Rule 31 shall be amended as follows:

Existing provision:

It is to be amended as:

Existing provision:

It is to be amended as:

9. The existing Rule 33 shall be amended as follows:

Existing provision:

It is to be amended as:

10. The existing Rule 35 shall be amended as follows:

Existing provision:

It is to be amended as:

11. The existing Rule 38 shall be amended as follows:

Existing provision:

Existing provision:

It is to be amended as:

Where repeat voting occurs for the same share, the result of the first valid voting prevails.

13. The existing Rule 42 shall be amended as follows:

Existing provision:

It is to be amended as:

14. The existing Rule 43 shall be amended as follows:

Existing provision:

It is to be amended as:

15. The existing Rule 44 shall be amended as follows:

Existing provision:

It is to be amended as:

Existing provision:

It is to be amended as:

SPECIAL RESOLUTION

1. The existing Article 8.10 shall be amended as follows:

Medlive Technology Co., Ltd. AGM Information 2015