Medlive Technology Co., Ltd. — AGM Information 2016

May 5, 2016

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

• (2) PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

(3) PROPOSED SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS (2016-2018)

• (4) SPECIAL REPORT ON THE CARRYING OUT OF FOREIGN EXCHANGE CAPITAL TRANSACTION BUSINESS IN 2016

(5) PROPOSED DISTRIBUTION OF DIVIDEND AND

• (6) NOTICE OF THE 2015 ANNUAL GENERAL MEETING

A notice convening the 2015 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 24 June 2016 at 3:00 p.m. is set out on pages 11 to 20 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.

5 May 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed appointment of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed amendments to the relevant provisions of
the Articles of Association of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Shareholders’ Return Plan for the Next Three Years (2016-2018) . . . . .	3
Special report on the carrying out of foreign exchange capital
transaction business in 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed distribution of dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of the 2015 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

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

• “AGM” the 2015 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 24 June 2016 at 3:00 p.m., the notice of which is set out on pages 11 to 20 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 Mr.Liu Hong Xin Mr. Lin Lan Mr. Jia Shao Qian

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

5 May 2016

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED APPOINTMENT OF DIRECTORS

• (2) PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

• (3) PROPOSED SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS (2016-2018)

• (4) SPECIAL REPORT ON THE CARRYING OUT OF FOREIGN EXCHANGE CAPITAL TRANSACTION BUSINESS IN 2016

• (5) PROPOSED DISTRIBUTION OF DIVIDEND AND

(6) NOTICE OF THE 2015 ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions in relation to, amongst others, (i) the election of directors; (ii) the amendments to the relevant provisions of the Articles of Association of the Company; (iii) the Shareholders’ Return Plan for the Next Three Years (2016-2018); (iv) the special report on the carrying out of foreign exchange capital transaction business in 2016; and (v) the distribution of dividend to be proposed at the AGM.

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LETTER FROM THE BOARD

PROPOSED APPOINTMENT OF DIRECTORS

As Mr. Tian Ye and Mr. Wang Zhi Gang have tendered their resignations as a director of the Company respectively, to ensure the normal operation of the Board, each of Mr. Dai Hui Zhong and Mr. Wang Yun Li has been nominated by shareholders to be elected as executive director of the ninth session of the Board. If elected at the AGM, term of office of Mr. Dai Hui Zhong and Mr. Wang Yun Li will run until the expiry of the term of office of the ninth session of the Board (that is, 25 June 2018). Please refer to the notice of AGM contained in this circular for the biographical details of the director candidates.

PROPOSED AMENDMENTS TO THE RELEVANT PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

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 12 to 16 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 SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS (2016-2018)

In order to improve and perfect the scientific, stable and sustainable dividend distribution mechanism of the Company, positively reward investors and effectively protect the legitimate rights and interests of medium and small investors, the Board has formulated the Shareholders’ Return Plan for the Next Three Years (2016-2018) of the Company (the “Plan”) in accordance with the requirements of relevant laws, regulations and regulatory documents such as the Company Law, the Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies (Zheng Jian Fa (2012) No. 37) and the Listed Companies Regulatory Guidance No.3 – Cash Dividends Distribution of Listed Companies (CSRC Announcement (2013) No. 43) of China Securities Regulatory Commission, and the Articles of Association of the Company, taking into consideration factors such as the profitability, business development strategy and plan, shareholders’ return, social funding costs and external financing environment. Particulars of the Plan are as follows:

I. Considerations in the Formulation of the Plan

Focusing on sustainable development of the Company and taking into account factors such as the profitability, business development plan, cash flow, shareholders’ requests and wishes, social funding costs and external financing environment, the Company aims to establish a sustainable, stable and scientific return plan and mechanism for investors and make institutional arrangement on profit distribution so as to guarantee the sustainability and stability of the profit distribution policy.

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LETTER FROM THE BOARD

II. Principles for Formulation of the Plan

The opinions of shareholders, in particular, public investors and the medium and small investors, and opinions of independent non-executive directors and the Supervisory Committee shall be fully heard and considered in formulating the Plan. The profit distribution of the Company shall focus on giving reasonable investment return to its investors, while taking into consideration of the Company’s actual operation condition and sustainable development. The profit distribution policies shall maintain continuity and stability. Subject to satisfying relevant conditions, the Company shall give priority to profit distribution in the form of cash dividends in the next three years.

III. The Shareholders’ Return Plan for the Next Three Years (2016-2018)

(1) Means and period interval for profit distribution

The Company may distribute its profits by distributing dividends in form of cash, shares or a combination of both cash and shares and distribution of profits by cash dividends shall be a prioritized means. When the conditions for profit distribution by cash dividends are met, profit distribution by cash dividends shall be adopted.

Subject to meeting the conditions for dividend distribution, the Company shall, in principle, distribute dividends once a year. The Company may distribute interim cash dividends or distribute dividends in form of shares based on its profitability and capital requirements.

(2) Conditions and specific proportion of profit distribution

In distributing dividends in form of cash, the Company shall also meet the following conditions:

1. the distributable profits of the Company for the year (i.e. the profits after tax of the Company after making up for losses and making allocations to the statutory common reserve fund shall be a positive figure;

2. the auditing firm shall issue a standard unqualified audit report on the financial report of the Company for the year;

3. the cash flows of the Company shall meet the normal operation and long-term development of the Company.

In principle, the dividends in cash distributed by the Company for the year shall not be less than 10% of the distributable profits realized for the year, and the accumulated profits distributed by the Company in cash in the last three years shall not be less than thirty percent of the average annual distributable profits realized for the last three years. The remaining distributable profits shall be used to support the sustainable development of the Company. After taking into account of factors such as the Company’s stage of development, level of profits, and

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LETTER FROM THE BOARD

operation and development plan, the Board shall propose the specific proportion of profit to be distributed in the form of cash and submit to the general meeting for consideration.

Conditions for distributing profits by dividend in form of shares: Under the prerequisite of ensuring reasonable share capital size and shareholding structure of the Company, the Company may distribute profits by dividends in form of shares when the valuation of its shares is within a reasonable range, in order to provide return to its shareholders and share its corporate value.

The profits distributed by the Company shall not exceed the accumulated distributable profits or jeopardise the ability of sustainable operation of the Company.

IV. Decision-making Mechanism of the Plan

The Shareholders’ Return Plan of the Company shall be proposed by the Board of the Company in accordance with the relevant requirements of the Articles of Association of the Company after taking into account factors such as the profitability, business development plan, shareholders’ return, capital requirement, social funding costs and external financing environment. The Plan shall be implemented after its approval by the general meeting of the Company.

The Plan shall be construed by the Board of the Company and effective from the date of its approval at the general meeting of the Company.

SPECIAL REPORT ON THE CARRYING OUT OF FOREIGN EXCHANGE CAPITAL TRANSACTION BUSINESS IN 2016

Pursuant to the relevant requirements of the Guidelines for Standardized Operation of Companies Listed on the Main Board (2015 Revision) issued by Shenzhen Stock Exchange （《主板上市公司規範運作指引（2015年修訂）》）, and in view of its actual business needs, the scope of the products for which 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 other foreign exchange derivatives transaction businesses in 2016, with the balance of the foreign exchange capital derivatives business not exceeding US$500 million. The relevant details are set out as follows:

I. Necessity of carrying out foreign exchange capital transaction business

In 2016, the risks in foreign exchange market have significantly increased as the U.S. dollar enters a rate hike cycle under the influence of international political and economic environment. The RMB faces increasing fluctuation and risk of depreciation against the U.S. dollar and non-U.S. dollar currencies. The aggregate scale of the import and export business of the Company in 2015 was approximately US$1.2 billion and the scale of business import and export business of the Company continues to show a growth trend. To mitigate the exposure to foreign exchange risks in the import

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LETTER FROM THE BOARD

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:

1. 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.

2. 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.

3. 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.

4. 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

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

2. Counterparty: banks.

3. 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 Business” and the “Management Measures for Foreign Exchange Capital”.

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LETTER FROM THE BOARD

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 determination 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 non-performance, and the liquidity of the Company will not be affected.

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 if 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

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LETTER FROM THE BOARD

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 Enterprises 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 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.

PROPOSED DISTRIBUTION OF DIVIDEND

As disclosed in the announcement of the Company dated 29 March 2016 in respect of the results of the year ended 31 December 2015 and the supplemental announcement of the Company dated 5 April 2016 in respect of the expected payment date of the dividend, the Board proposed the payment of a cash dividend of RMB1.5 (tax inclusive) per 10 shares held by all shareholders on the basis of the total share capital of 1,362,725,370 shares of the Company as at 31 December 2015, without bonus issue and not to issue shares by way of conversion of capital reserve. Subject to the approval of the dividend by the shareholders, the dividend is expected to be paid on or about 15 August 2016 and the total amount of profits to be so distributed is expected to be RMB204,408,805.50. Pursuant to the Articles of Association, dividend will be denominated and declared in RMB, dividend on A shares will be paid in RMB and dividend on H shares will be paid in Hong Kong dollars.

In order to determine the list of holders of shares of the Company who are entitled to receive the dividend, the register of members of the H shares of the Company will be closed from 30 June 2016 (Thursday) to 5 July 2016 (Tuesday) (both days inclusive). Holders of H shares of the Company whose names appear on the register of members of the H shares of the Company on 5 July 2016 (Tuesday) are entitled to receive the dividend. Holders of H shares of the Company who wish to receive the dividend have to submit transfer forms,

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LETTER FROM THE BOARD

together with the relevant share certificate(s) to the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Ltd. at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong before 4:30 p.m. on 29 June 2016 (Wednesday).

AGM

The notice of the AGM is set out on pages 11 to 20 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 25 May 2016 (Wednesday) to 24 June 2016 (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 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, 24 May 2016 for registration.

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LETTER FROM THE BOARD

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 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 2015 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2015 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 24 June 2016 at 3:00 p.m. to consider and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors of the Company for the year 2015;

2. To consider and approve the report of the supervisory committee of the Company for the year 2015;

3. To consider and approve the annual report of the Company for the year 2015 and its summary;

4. To consider and approve the audited financial statements of the Company for the year 2015;

5. To consider and approve the profit distribution proposal of the Company for the year 2015[(8)] ;

6. To consider and approve the “Shareholders’ Return Plan for the Next Three Years (2016-2018)”;

7. To consider and approve the resolution on the reappointment of Ruihua Certified Public Accountants as the auditor of the Company for the year 2016 and the authorization to the board of directors to fix its remuneration[(10)] ;

8. To consider and approve the special report of the Company on the carrying out of foreign exchange capital transaction business for the year 2016;

9. 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[(11)] ;

10. To consider and approve the resolution on “Adjustment on the remuneration of the independent non-executive directors of the Company”;

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NOTICE OF ANNUAL GENERAL MEETING

With reference to the remuneration level of the independent non-executive directors of the industry and region of the Company, it is agreed that the annual remuneration of the independent non-executive directors of the Company, namely Mr. Xu Xiang Yi and Mr. Wang Ai Guo be adjusted to RMB140,000 (before taxation).

1. To consider and approve the resolution on “Adjustment on the basic annual remuneration of the chairman of the board of directors of the Company”;

Mr. Tang Ye Guo will receive basic annual remuneration of RMB1,400,000 (before taxation) as the chairman of the board of directors of the Company.

1. To consider and approve the resolution to election of executive directors of the ninth session of the board of directors of the Company;

2. (1) To consider and approve the election of Mr. Dai Hui Zhong[(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;

3. (2) To consider and approve the election of Mr. Wang Yun Li[(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;

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

SPECIAL RESOLUTION

1. 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 1.5 shall be amended as follows:

Existing provision:

Article 1.5 The Company is a joint stock limited company which is an independent legal person under the jurisdiction and protection of the laws, regulations and other relevant rules of the PRC. The Company, after the approval by the Ministry of Foreign Trade and Economic Co-operation of the PRC, became a company limited by shares with foreign investment. After the registration of the change by the Company in accordance with law, its business licence number is: 440000400014751.

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NOTICE OF ANNUAL GENERAL MEETING

It is to be amended as:

Article 1.5 The Company is a joint stock limited company which is an independent legal person under the jurisdiction and protection of the laws, regulations and other relevant rules of the PRC. The Company, after the approval by the Ministry of Foreign Trade and Economic Co-operation of the PRC, became a company limited by shares with foreign investment. After the registration of the change by the Company in accordance with law, its uniform social credit code is 91440000190343548J.

2. The existing Article 15.10 shall be amended as follows:

Existing provision:

Article 15.10 The Company’s after-tax profits shall be distributed in accordance with the following order:

• (1) making up for losses;

• (2) allocation to the statutory common reserve fund;

• (3) allocation to the statutory common welfare fund;

• (4) allocation to the discretionary common reserve fund;

• (5) payment of dividends in respect of Ordinary Shares.

The actual distribution proportion of items (4) and (5) of this Article in a particular year shall be determined by the Board based on the operation and the development needs, and shall be approved by the shareholders’ general meeting.

It is to be amended as:

Article 15.10 The Company’s after-tax profits shall be distributed in accordance with the following order:

• (1) making up for losses;

• (2) allocation to the statutory common reserve fund;

• (3) allocation to the discretionary common reserve fund;

(4) payment of dividends in respect of Ordinary Shares.

The actual distribution proportion of items (3) and (4) of this Article in a particular year shall be determined by the Board based on the operation and the development needs, and shall be approved by the shareholders’ general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

3. The existing Article 15.11 shall be amended as follows:

Existing provision:

Article 15.11 No dividends shall be distributed before the Company has made up for its losses and made allocations to the statutory common reserve fund and the statutory common welfare fund.

It is to be amended as:

Article 15.11 No dividends shall be distributed before the Company has made up for its losses and made allocations to the statutory common reserve fund.

4. The existing Article 15.13 shall be amended as follows:

Existing provision:

Article 15.13 The Company shall allocate 5% to 10% of the after-tax profits to the statutory common welfare fund.

It is to be amended as:

The original Article 15.13 be deleted and the numbering of subsequent clauses be moved up accordingly.

5. The existing Article 15.17 shall be amended as follows:

Existing provision:

Article 15.17 The statutory welfare reserve fund shall be used for the collective welfare of the Company’s employees.

It is to be amended as:

The original Article 15.17 be deleted and the numbering of subsequent clauses be moved up accordingly.

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NOTICE OF ANNUAL GENERAL MEETING

6. 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 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) In distributing dividends in cash, the Company shall also meet the following conditions:

  • (I) the distributable profits of the Company for the year (i.e. the profits after tax of the Company after making up for losses and making allocations to the statutory common reserve fund and the statutory common welfare fund) shall be a positive figure;

  • (II) the auditing firm shall issue a standard unqualified audit report on the financial report of the Company for the year;

  • (III) the cash flows of the Company shall meet the normal operation and long-term development of the Company.

• (c)

• ……

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NOTICE OF ANNUAL GENERAL MEETING

It is to be amended as:

Article 15.17 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) In distributing dividends in cash, the Company shall also meet the following conditions:

  • (I) the distributable profits of the Company for the year (i.e. the profits after tax of the Company after making up for losses and making allocations to the statutory common reserve fund) shall be a positive figure;

  • (II) the auditing firm shall issue a standard unqualified audit report on the financial report of the Company for the year;

  • (III) the cash flows of the Company shall meet the normal operation and long-term development of the Company.

• (c)

• ……

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, 5 May 2016

As at the date of this notice, the Company’s directors are Mr. Tang Ye Guo, Mr. Liu Hong Xin, Mr. Lin Lan and Mr. Jia Shao Qian; and the Company’s independent non-executive directors are Mr. Xu Xiang Yi, Mr. Wang Xin Yu and Mr. Wang Ai Guo.

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NOTICE OF ANNUAL GENERAL MEETING

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, 3 June 2016.

• (2) 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 24 May 2016 (Tuesday) (including holders of H shares of the Company who have submitted verified transfer forms on or before 24 May 2016) 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 25 May 2016 (Wednesday) to 24 June 2016 (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 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, 24 May 2016 for registration.

• (3) 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.

• (4) In order to determine the list of holders of shares of the Company who are entitled to receive the dividend, the register of members of the H shares of the Company will be closed from 30 June 2016 (Thursday) to 5 July 2016 (Tuesday) (both days inclusive). Holders of H shares of the Company whose names appear on the register of members of the H shares of the Company on 5 July 2016 (Tuesday) are entitled to receive the dividend. Holders of H shares of the Company who wish to receive the dividend have to submit transfer forms, together with the relevant share certificate(s) 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, Wan Chai, Hong Kong before 4:30 p.m. on 29 June 2016 (Wednesday).

• (5) 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.

• (6) 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.

• (7) Please refer to the annual report of the Company for the year 2015 for information relating to the reports as referred to in the ordinary resolutions numbered 1, 2, 3 and 4 in the notice of AGM.

• (8) The profit distribution proposal of the Company for the year 2015 referred to in the ordinary resolution numbered 5 in the notice of AGM is:

As audited by Ruihua Certified Public Accountants, the Company’s net profits attributable to the shareholders of the parent company is RMB580,335,074.18. Pursuant to the relevant provisions of the Articles of Association of the Company, RMB211,243,768.43 will be applied to set off losses for the previous year, RMB63,621,858.01 will be allocated to the statutory common reserve fund, RMB31,810,929.00 will be allocated to the statutory common welfare fund, the actual distributable profits is RMB273,658,518.74.

The profit distribution proposal of the Company for the year 2015 is as follows: the payment of a cash dividend of RMB1.5 (tax inclusive) per 10 shares held by all shareholders on the basis of the total share capital of 1,362,725,370 shares of the Company as at 31 December 2015, without bonus issue and not to issue shares by way of conversion of capital reserve, the total amount of cash dividend to be distributed will be RMB204,408,805.50, the remaining undistributed profit will be retained for distribution in the following year.

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NOTICE OF ANNUAL GENERAL MEETING

If the Company’s total share capital is changed due to the exercise of share options under the share option incentive scheme, the distribution proportion under the profit distribution proposal of the Company for the year 2015 will be re-ascertained based on the latest total share capital in accordance with the principle “the total amount of cash dividend to be distributed remaining the same”.

(9) Withholding and payment of dividend income tax

Pursuant to the provisions of the Corporate Income Tax Law of the People’s Republic of China（《中華人民 共和國企業所得稅法》）and the Implementing Regulations of the Corporate Income Tax Law of the People’s Republic of China （《中華人民共和國企業所得稅法實施條例》）, with effect from 1 January 2008, any PRC domestic enterprise shall withhold the corporate income tax when distributing dividends payable to the shareholders being non-resident enterprises (i.e. legal persons) for accounting periods starting from 1 January 2008, and the payer of the dividends shall serve as the withholding agent. The Company will strictly abide by the law and identify all shareholders who are subject to the withholding and payment of corporate income tax based on the register of members of H shares of the Company as at the record date in respect of the distribution of dividends and shall distribute the relevant dividends after deducting corporate income tax of 10% to non-resident enterprise shareholders (as defined under the Enterprise Income Tax Law （《企業所得稅法》）, including HKSCC (Nominees) Limited, other corporate nominees or trustees, or other organizations or entities) whose names appear on such register of members of H shares of the Company.

After receiving dividends, non-resident enterprise may apply to the relevant tax authorities for enjoying treatment of taxation treaties (arrangement) in person or through appointed agent or through a person who has obligation to withhold or pay dividend, and provide information to prove that it is an actual beneficiary conforming with the requirement(s) of taxation treaties (arrangement). After the relevant tax authorities have verified that there is no error, it shall refund tax with reference to the tax levied and the difference in the amount of tax payable calculated at the tax rate under the taxation treaties (arrangement).

Pursuant to the requirements of “Notice of the Ministry of Finance and the State Administration of Taxation on Certain Policies Regarding Individual Income Tax (Cai Shui Zi [1994]020)”（財政部、國家稅務總局關於個 人所得稅若干政策問題的通知（財稅字[1994]020號））, foreign individuals are exempted from individual income tax on dividends and bonus received from foreign-invested enterprises in the PRC. As the Company is a foreign-invested joint stock limited company, thus the individual shareholders who hold the H shares of the Company and whose names appear in the register of members of the H shares are not required to pay the individual income tax of the PRC.

Shareholders and investors should read the contents of this notice carefully. shareholders are recommended to consult their tax advisers regarding PRC, Hong Kong and other tax implications arising from their holding and disposal of H shares of the Company. The Company has no obligation and shall not be responsible for confirming the identities of the shareholders. The Company will withhold and pay the enterprise income tax in strict compliance with the relevant laws or requirements of the relevant governmental authorities and based strictly on the H Share register of members on the record date. The Company shall owe no liability whatsoever in respect of and will not entertain any request arising from any delay in ascertaining the identity of the shareholders, or inaccurate determination of the identity of the shareholders, or any disputes over the mechanism of withholding and paying of the enterprise income tax.

• (10) In relation to the ordinary resolution numbered 7 in the notice of AGM, the Company intends to reappoint Ruihua Certified Public Accountants as the auditor of the Company for the year 2016 to audit the financial report and internal control of the Company in 2016.

• (11) In relation to the ordinary resolution numbered 9 in the notice of AGM, the Company intends to purchase “director and senior management liability insurance” for directors and senior management members of the Company, and it is agreed that the Company will enter into insurance contract of insurance premium not exceeding RMB100,000 for a term of one year.

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NOTICE OF ANNUAL GENERAL MEETING

• (12) 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

• (13) Mr. Dai Hui Zhong , aged 50, holds a bachelor degree in machinery manufacturing technology and equipment, has served successively as the general manager of the plastic products and metal department, assistant to the general manager and general manager of the module department and general manager of purchase centre of Hisense Electric Co., Ltd. (“Hisense Electric”). From April 2013 to January 2014, he has served as the deputy general manager of Hisense Electric. From January 2014 to November 2014, he has served as the party secretary and deputy general manager of Hisense Electric. From November 2014 to January 2016, he has served as the general manager of Hisense Electric. He has served as a director of Hisense Electric since June 2015. He has served as a director of Hisense Company Limited since October 2015. He has been the president of the Company since January 2016.

Mr. Dai has not held any directorship in any other listed companies for the past three years. Mr. Dai does not hold 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. Dai does not have any relationship with any directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. After Mr. Dai’s appointment as executive director of the ninth session of the Board at the AGM, he will enter into a service contract with the Company. The said service contract will specify that during the term of his directorship, Mr. Dai will not receive any director’s remuneration from the Company, however, Mr. Dai will receive emoluments as the president of the Company in the sum of RMB1,400,000 (before taxation) per year which was determined by the remuneration and appraisal committee of the Board after taking into consideration the scale of operation of the Company and the remuneration level of senior management members of other listed companies. Mr. Dai will stand for election as an executive director of the Company. If elected, Mr. Dai’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 (that is, 25 June 2018).

Save as disclosed above, Mr. Dai 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.

• (14) Mr. Wang Yun Li , aged 43, holds a bachelor degree in English for science and technology, was the deputy sales general manager of Hisense Electric and the deputy general manager of the PRC marketing company of the Company. He was the vice president of the Company and the general manager of the PRC marketing company of the Company from December 2010 to January 2012. From February 2012 to March 2014, he was the vice president of the Company and the deputy general manager of Hisense Ronshen (Guangdong) Refrigerator Co., Ltd.. From March 2014 to July 2015, he was the deputy general manager of Hisense Ronshen (Guangdong) Refrigerator Co., Ltd.. From July 2015 to December 2015, he was the deputy head of the marketing and management department of Hisense Company Limited. He has been the general manager of Hisense (Shandong) Air Conditioning Co., Ltd. since January 2016 and the vice president of the Company since May 2016.

As at the date of this notice, Mr. Wang was interested in 52,120 A shares of the Company (representing approximately 0.004% of the total issued share capital of the Company and approximately 0.006% of the total issued A shares of the Company as at the date of this notice) and Mr. Wang was interested in share options to subscribe for 306,510 A Shares of the Company under the first share option incentive scheme of the Company (representing approximately 0.02% of the total issued share capital of the Company and approximately 0.03% of the total issued A shares of the Company as at the date of this notice).

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NOTICE OF ANNUAL GENERAL MEETING

Mr. Wang has not held any directorship in any other listed companies for the past three years. Save as disclosed above, Mr.Wang does not hold 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. Wang does not have any relationship with any directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. After Mr. Wang’s appointment as executive director of the ninth session of the Board at the AGM, he will enter into a service contract with the Company. The said service contract will specify that during the term of his directorship, Mr. Wang will not receive any director’s remuneration from the Company, however, Mr. Wang will receive emoluments as the vice 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 after taking into consideration the scale of operation of the Company and the remuneration level of senior management members of other listed companies. Mr. Wang will stand for election as an executive director of the Company. If elected, Mr. Wang’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 (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.

• (15) Hisense Company Limited mentioned in this notice is the controlling shareholder 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 39.35% by Hisense Group.

• (16) 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 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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