Medlive Technology Co., Ltd. — AGM Information 2024

Jun 11, 2024

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental 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 Home Appliances Group Co., Ltd. , you should hand this supplemental circular at once 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 the transferee.

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

海信家電

HISENSE HOME APPLIANCES GROUP CO., LTD. 海信家電集團股份有限公司

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

SUPPLEMENTAL CIRCULAR IN RELATION TO

(1) PROPOSED RE-ELECTION OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

(2) WITHDRAWAL OF THE PROPOSED RESOLUTION REGARDING APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND

(3) SUPPLEMENTAL NOTICE OF 2023 ANNUAL GENERAL MEETING

Capitalised terms used in this cover page have the same meanings as those defined in this supplemental circular.

A letter from the Board is set out on pages 3 to 6 of this supplemental circular.

This supplemental circular should be read together with the circular dated 3 June 2024. A supplemental notice of the AGM to be held on Monday, 24 June 2024 at 3:00 p.m. at the conference room of Hisense International Centre, No.88 Hong Kong East Road, Qingdao City, Shandong Province, the PRC are set out on pages AGM-1 to AGM-2 of this supplemental circular. A revised proxy form for use at the AGM are enclosed with this supplemental circular. The supplemental notice of the AGM and the revised form of proxy are also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://hxjd.hisense.cn).

Whether or not you intend to attend the AGM, you are requested to complete and return the revised form of proxy in accordance with the instructions printed on it and return it to the Company’s branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for holding the AGM or any adjournment of such meeting (as the case may be). Completion and return of the revised forms of proxy will not preclude you from attending and voting in person at the AGM or any adjournment of such meeting (as the case may be) should you so wish and, in such event, the revised form of proxy previously submitted shall be deemed to be revoked.

11 June 2024

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
SUPPLEMENTAL NOTICE OF THE 2023 ANNUAL GENERAL MEETING .		AGM-1

– i –

DEFINITIONS

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

• “AGM” the 2023 annual general meeting of the Company which was originally scheduled to be held at the conference room of Hisense International Centre, No.88 Hong Kong East Road, Qingdao City, Shandong Province, the PRC on Monday, 24 June 2024 at 3:00 p.m.

• “A Shares” domestic ordinary shares of the Company with a nominal value of RMB1.00 each and are listed on the Shenzhen Stock Exchange

• “Board” the board of Directors

• “Company”

• Hisense Home Appliances Group Co., Ltd., a joint stock limited company incorporated in the PRC with limited liability, whose shares are listed on the main board of the Hong Kong Stock Exchange and the main board of the Shenzhen Stock Exchange

• “Director(s)” director(s) of the Company

• “Group” the Company and its subsidiaries

• “Hisense Air-Conditioning”

• “H Shares”

• Qingdao Hisense Air-Conditioning Company Limited*

• （青島海信空調有限公司）, a company incorporated in the PRC with limited liability and indirectly controlled by Hisense Group Holdings Limited, which holds approximately 37.25% of the issued shares of the Company as at the date of this supplemental circular overseas listed foreign shares of the Company with a nominal value of RMB1.00 each and are listed on the Hong Kong Stock Exchange

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Hong Kong Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Latest Practicable Date”

• 7 June 2024, being the latest practicable date prior to the printing of this supplemental circular for ascertaining certain information in this supplemental circular

– 1 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing	the Rules Governing the Listing	of Securities	of Securities	on	the
	Hong Kong Stock Exchange
“Original Circular”	the circular of the Company dated		3 June 2024		relating
	to the AGM
“Original Notice”	the notice of the AGM dated 3	June 2024
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	share(s) of RMB1.00 each	in	the	capital	of	the
	Company, comprising the A Shares and			the H Shares
“Shareholder(s)”	holder(s) of the Share(s)
“%”	per cent

English translations of names in Chinese or another language in this supplemental circular which are marked with “*” are for identification purposes only.

References to time and dates in this supplemental circular are to Hong Kong time and dates.

– 2 –

LETTER FROM THE BOARD

海信家電

HISENSE HOME APPLIANCES GROUP CO., LTD. 海信家電集團股份有限公司

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

Executive Directors: Mr. Dai Hui Zhong Mr. Jia Shao Qian Mr. Yu Zhi Tao Mr. Hu Jian Yong Mr. Xia Zhang Zhua Ms. Gao Yu Ling

Independent non-executive Directors: Mr. Zhong Geng Shen Mr. Cheung Sai Kit Mr. Li Zhi Gang

Registered office: No. 8 Ronggang Road Ronggui, Shunde Foshan Guangdong Province PRC

Principal place of business in Hong Kong: Room 3101-3105 Singga Commercial Centre No. 148 Connaught Road West Hong Kong 11 June 2024

To the Shareholders

Dear Sir or Madam,

SUPPLEMENTAL CIRCULAR IN RELATION TO (1) PROPOSED RE-ELECTION OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

(2) WITHDRAWAL OF THE PROPOSED RESOLUTION REGARDING APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND

(3) SUPPLEMENTAL NOTICE OF 2023 ANNUAL GENERAL MEETING

I. INTRODUCTION

Reference is made to the Original Circular and the Original Notice.

The purpose of this supplemental circular is to (1) provide you with information in respect of (i) the resolution to be proposed at the AGM for the re-election of an independent non-executive Director as set out in this supplemental circular; and (ii) withdrawal of the proposed resolution regarding the appointment of an independent non-executive Director subsequent to the despatch of the Original Circular and the Original Notice; (2) provide you with information in respect of the changes in the resolutions set out in the Original Notice; and (3) give you the supplemental notice of the AGM.

– 3 –

LETTER FROM THE BOARD

II. RE-ELECTION OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

Subsequent to the despatch of the Original Circular and the Original Notice, the Company has received a written request from Hisense Air-Conditioning, the controlling shareholder of the Company to the Board on 11 June 2024 requesting that the resolution in respect of the re-election of Mr. Cheung Sai Kit as an independent non-executive Director of the twelfth session of the Board to be proposed at the AGM for consideration and approval by the shareholders of the Company.

The biographical details of Mr. Cheung are set out below:

Mr. Cheung Sai Kit（張世杰） , aged 52, Certified Public Accountant in Hong Kong and a member of CPA Australia, served successively as the senior audit manager at BDO Limited and KPMG, the executive director of BDO Limited and a counsellor of Moore Stephens CPA Limited. He serves as an executive director of Moore Stephens CPA Limited, and an independent non-executive director of the Company.

As at the date of this supplemental circular, Mr. Cheung had no interest in Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, as at the Latest Practicable Date, Mr. Cheung did not hold any positions with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

If Mr. Cheung is appointed as an independent non-executive Director at the AGM, Mr. Cheung will enter into a director’s service contract with the Company and his tenure will commence from the date of the AGM until the end of the twelfth session of the Board. During his term of office, Mr. Cheung will be entitled to an annual remuneration of RMB180,000 (before taxation) from the Company as an independent non- executive Director, as determined by the remuneration and appraisal committee of the Board with reference to the business scale of the Company and the remuneration level of independent non-executive directors of other listed companies.

Save as disclosed herein, Mr. Cheung is not otherwise related to any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules) of the Company. Save as disclosed herein, there is no other matter in relation to Mr. Cheung that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

Mr. Cheung has confirmed his independence to the Company in accordance with Rule 3.13 of the Listing Rules. The Board has assessed and reviewed the independence of Mr. Cheung and believes that he has satisfied the independence requirements.

– 4 –

LETTER FROM THE BOARD

III. WITHDRAWAL OF THE PROPOSED RESOLUTION REGARDING APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board previously proposed the election of Mr. Xu Guo Jun as an independent non-executive Director, which has been set out in the Original Notice as resolution numbered 15.3 to be considered and approved by the Shareholders at the AGM. Subsequent to the despatch of the Original Circular and the Original Notice, the Company received notification from Mr. Xu that Mr. Xu has withdrawn from offering himself for appointment by the Shareholders as an independent non-executive Director at the AGM due to his other personal commitments. Therefore, the Company will withdraw the resolution numbered 15.3 set out in the Original Notice.

IV. AGM

The AGM will be held as originally scheduled a at the conference room of Hisense International Centre, No.88 Hong Kong East Road, Qingdao City, Shandong Province, the PRC at 3:00 p.m. on Monday, 24 June 2024, to consider and, if appropriate, to pass the resolutions contained in the Original Notice which is set out on pages AGM-1 to AGM-5 of the Original Circular (save as resolution numbered 15.3 in the Original Notice which is withdrawn), as well as the supplementary notice of the AGM on pages AGM-1 to AGM-2 of this supplemental circular.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholders will be required to abstain from voting on any resolutions to be proposed at the AGM.

Since the form of proxy of the Company dated 3 June 2024 (the “ Original Proxy Form ”) does not include the resolution in relation to the re-election of Mr. Cheung Sai Kit as an independent non-executive Director, the revised proxy form is enclosed for use at the AGM. For those who intend to direct a proxy to attend the AGM, please complete the revised proxy form and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for holding the AGM or any adjournment of such meeting (as the case may be) (the “ Closing Time ”).

Shareholders are urged to complete and return the revised proxy form whether or not you will attend the AGM. Completion and return of the Original Proxy Form and/or the revised proxy form will not preclude Shareholders from attending and voting at the AGM or adjourned meeting (as the case may be) should they so wish.

Any Shareholder who has not yet deposited the Original Proxy Form is requested to deposit only the revised proxy form if he/she intends to appoint a proxy to attend the AGM on his/her behalf.

– 5 –

LETTER FROM THE BOARD

Any Shareholder who has already deposited the Original Proxy Form should note that:

• (i) If no revised form of proxy is returned by the Shareholder, the Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed except that no poll will be counted for resolution numbered 15.3 as set out in the Original Notice. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM, including the additional proposed resolution as set out in this supplemental circular and this supplemental notice.

• (ii) If the revised form of proxy is returned by the Shareholder at or before the Closing Time, the revised form of proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed, and will revoke and supersede the Original Form of Proxy previously lodged by him/her.

• (iii) If the revised form of proxy is returned by the Shareholder after the Closing Time, the revised form of proxy will be deemed invalid. It will not revoke the Original Form of Proxy previously lodged by the Shareholder. The Original Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if duly completed except that no poll will be counted for resolution numbered 15.3 as set out in the Original Notice. The proxy appointed under the Original Form of Proxy will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the AGM (including the additional proposed resolution as set out in this supplemental circular and this supplemental notice).

V. RECOMMENDATION

The Board is of the opinion that all resolutions to be proposed at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolutions to be proposed at the AGM as set out in the supplemental notices of the AGM.

Yours faithfully, By order of the Board

Hisense Home Appliances Group Co., Ltd. Dai Hui Zhong Chairman

– 6 –

SUPPLEMENTAL NOTICE OF THE 2023 ANNUAL GENERAL MEETING

海信家電

HISENSE HOME APPLIANCES GROUP CO., LTD. 海信家電集團股份有限公司

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

SUPPLEMENTAL NOTICE OF THE 2023 ANNUAL GENERAL MEETING

Reference is made to the notice of annual general meeting of Hisense Home Appliances Group Co., Ltd. (the “ Company ”) dated 3 June 2024 (“ Original Notice ”), by which the Company convenes an annual general meeting to be held at the conference room of Hisense International Centre, No.88 Hong Kong East Road, Qingdao City, Shandong Province, the People’s Republic of China (the “ PRC ”) on Monday, 24 June 2024 at 3:00 p.m. (“ AGM ”) and this supplemental notice shall be read together with the Original Notice.

The Company has received a written request from Qingdao Hisense Air-conditioning Company Limited （青島海信空調有限公司）, the controlling shareholder of the Company which held approximately 37.25% of the issued shares of the Company as at the date of this supplemental notice of the AGM, to the board of directors of the Company (the “ Board* ”) on 11 June 2024 requesting that the resolution in respect of the re-election of Mr. Cheung Sai Kit as an independent non-executive director of the twelfth session of the Board to be proposed at the AGM for consideration and approval by the shareholders of the Company. Accordingly, this supplemental notice of the AGM is issued to incorporate such an additional proposed resolutions and the resolution set out in the Original Notice of AGM.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that in addition to the resolutions set out in the Original Notice, the following ordinary resolution will be considered and, if thought fit, approved by the shareholders of the Company (“ Shareholders ”) at the AGM:

By way of cumulative voting (ordinary resolution)

1. To consider and approve the resolutions on the election of the independent non-executive directors of the twelfth session of the board of directors of the Company:

2. 15.3 To elect Mr. Cheung Sai Kit as an independent non-executive director of the twelfth session of the Board and to fix the level of his remuneration.

As explained in the circular of the Company dated 11 June 2024 (the “ Supplemental Circular ”), resolution numbered 15.3 set out in the Original Notice is withdrawn following Mr. Xu Guo Jun’s withdrawal from offering himself for appointment by the Shareholders as an independent non-executive director of the Company at the AGM.

– AGM-1 –

SUPPLEMENTAL NOTICE OF THE 2023 ANNUAL GENERAL MEETING

By order of the Board Hisense Home Appliances Group Co., Ltd. Dai Hui Zhong Chairman

Foshan City, Guangdong, the PRC, 11 June 2024

Notes:

• (1) A revised form of proxy (the “ Revised Proxy Form ”) is enclosed with the Supplemental Circular. Please refer to the section headed “ AGM ” on pages 5 to 6 of the Supplemental Circular for the arrangements regarding the completion and submission of the Revised Proxy Form.

• (2) Please refer to the Original Notice for details of the other resolutions to be considered at the AGM and other relevant matters.

As at the date of this supplemental notice, the Company’s executive directors are Mr. Dai Hui Zhong, Mr. Jia Shao Qian, Mr. Yu Zhi Tao, Mr. Hu Jian Yong, Mr. Xia Zhang Zhua and Ms. Gao Yu Ling; and the Company’s independent non-executive directors are Mr. Zhong Geng Shen, Mr. Cheung Sai Kit, Mr. Li Zhi Gang.

– AGM-2 –