Medlive Technology Co., Ltd. — AGM Information 2016

May 5, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00921)

NOTICE OF 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)] ;

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1. To consider and approve the resolution on “Adjustment on the remuneration of the independent nonexecutive directors of the Company”;

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 indepdnent nonexecutive 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 Cooperation 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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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 Cooperation 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.

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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.

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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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.

It is to be amended as:

Article 15.17 The profit distribution policies and decision-making process for profit distribution proposal of the Company:

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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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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.

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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.

If the Company’s total share capital is changed due to the exercise of share options under the the share option incentive scheme, the distribution proportion under the profit distribution proposal of the Company for the year 2015 will be reascertained 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.

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• (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.

• (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.

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• (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 Janaury 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).

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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