Medlive Technology Co., Ltd. — Board/Management Information 2001

Nov 6, 2001

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

ANNOUNCEMENT

A meeting of the board of directors of Guangdong Kelon Electrical Holdings Company Limited was held on 2 November 2001 at which: 1. Xu Tie Feng, Qu Yunbo, Yu Chor Woon, Carol and Cai Shier tendered their resignations as executive directors, which shall be effective upon new directors being appointed; 2. Li Bao Guo, Dr. Philip Yu Hong Wong, Li Kwok Wing, Meocre and Zhang Xusheng tendered their resignations as non-executive directors, which shall be effective upon new directors being appointed; 3. it was resolved that a list of proposed new directors be put to the shareholders of the Company for their consideration and approval at an Extraordinary General Meeting to be held on 23 December 2001; and 4. it was resolved that shareholders' approval be obtained from the shareholders at the Extraordinary General Meeting to amend the Company's Articles of Association.

A meeting of the board of directors (the "Board") of Guangdong Kelon Electrical Holdings Company Limited (the "Company"), convened by Xu Tie Feng, chairman of the Company, was held on 2 November 2001 in Hong Kong. Seven out of the nine directors attended the meeting. A quorum was present throughout the meeting.

The following matters were considered at the meeting:-

1. The Board considered the sale and purchase agreement relating to 20.64% interest in the issued share capital of the Company (the "Acquisition") entered into between Greencool Enterprise Development Company Limited (順德市格林柯爾企業發展有限公司) ("Greencool") as purchaser and Guangdong Kelon (Rongsheng) Group Company Limited ("GKG") as vendor on 29 October 2001 and resolved that the Acquisition is in the best interests of the Company. The directors expressed their support for the Acquisition taking into account their duties to act in the best interests of the Company and its shareholders taken as a whole.

2. Having considered the recent proposal of Greencool to change the composition of the Board and matters discussed in paragraph 1 above, Xu Tie Feng, Qu Yunbo, Yu Chor Woon, Carol and Cai Shier tendered their resignations as executive directors, but such resignations shall not take effect until the day upon which the appointments of the proposed new directors, names of which are set out in paragraph 3 below, as directors of the Company, have been approved by the shareholders of the Company at an Extraordinary General Meeting of the Company ("EGM").

Li Bao Guo, Dr. Philip Yu Hong Wong, Li Kwok Wing, Meocre and Zhang Xusheng have also tendered their resignations as non-executive directors on the basis that they do not know the new single largest shareholder (i.e. Greencool) and the proposed new directors and they do not have a complete understanding of Greencool's and the proposed new directors' future plans in relation to the Company, but such resignations shall not take effect until the day upon which the appointments of the proposed new directors (names of which are set out in paragraph 3 below) as directors of the Company, have been approved by the shareholders of the Company at the EGM.

1. Li Zhen Hua, an executive director of the Company, put forward the following list of persons, proposed by Greencool to be appointed as directors of the Company. The Board resolved to convene an EGM to give shareholders an opportunity to consider and approve such appointments of the proposed new directors. The persons proposed by Greencool to act as directors of the Company are:

i) Gu Chu Jun - executive director;

ii) Liu Cong Meng - executive director;

iii) Zhang Hong - executive director;

iv) Fang Zhi Guo - executive director;

v) Yan You Song - executive director;

vi) Chan Pei Cheong, Andy - independent non-executive director;

vii) Yu Xiaoyang - independent non-executive director; and

viii) Chen Wen Hui - independent non-executive director.

If the foregoing persons are approved by shareholders of the Company at the EGM to be directors of the Company, their term of office will commence on the day upon which the resolutions to appoint them as directors of the Company are passed at the EGM.

1. Following from the Acquisition, the Board resolved to obtain the shareholders' approval at the EGM to amend the Company's Articles of Association in view of the changes in the shareholdings of the Company pursuant to the Acquisition. It is proposed that the existing Article 3.5 of the Company's Articles of Association be replaced by the following:-

"As approved by the China Securities Regulatory Commission and/or any such other applicable authority in the People's Republic of China, the Company's entire issued share capital is 992,006,563 ordinary shares, comprising of 204,775,755 domestic shares held by Greencool Enterprise Development Company Limited, representing 20.64% of the entire issued share capital; 133,140,000 domestic shares held by Guangdong Kelon (Rongsheng) Group Company Limited, representing 13.42% of the entire issued share capital; 84,501,000 domestic shares held by employees of the Company, representing 8.52% of the entire issued share capital; 459,589,808 H shares, representing 46.33% of the entire issued share capital; and 110,000,000 A shares, representing 11.09% of the entire issued share capital."

The proposed amendments to the Company's Articles of Association also requires the approval of the Ministry of Foreign Trade and Economic Cooperation and is subject to completion of the registration procedures with the China Securities Depository and Clearing Corporation Limited, Shenzhen Branch for the transfer of 20.64% interest in the Company from GKG to Greencool.

1. The Board considered and approved the Notice of EGM and for the EGM to be held at the Meeting Room, Dormitory Region, No.13 Ronggang Road, Ronggui, Shunde, Guangdong Province, the People's Republic of China on 23 December 2001. The notice for convening the EGM is set out below.

By the order of the Board of

Guangdong Kelon Electrical Holdings Company Limited

Ms Carol Yu

Company Secretary

Shunde Guangdong PRC

5 November 2001

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the board of directors of Guangdong Kelon Electrical Holdings Company Limited (the "Company") has decided to hold an Extraordinary General Meeting of the Company (the "EGM") at 9:00 a.m. on 23 December 2001, at the Meeting Room, Dormitory Region, No.13 Ronggang Road, Ronggui, Shunde, Guangdong Province, the People's Republic of China ("PRC") to consider, and if thought fit, pass the following resolutions:

As Ordinary Resolutions:

1. "THAT the appointment of Gu Chu Jun as an executive director of the Company which is to take effect immediately upon the close of this meeting, be and is hereby approved."

2. "THAT the appointment of Liu Cong Meng as an executive director of the Company which is to take effect immediately upon the close of this meeting, be and is hereby approved."

3. "THAT the appointment of Zhang Hong as an executive director of the Company which is to take effect immediately upon the close of this meeting, be and is hereby approved."

4. "THAT the appointment of Fang Zhi Guo as an executive director of the Company which is to take effect immediately upon the close of this meeting, be and is hereby approved."

5. "THAT the appointment of Yan You Song as an executive director of the Company which is to take effect immediately upon the close of this meeting, be and is hereby approved."

6. "THAT the appointment of Chan Pei Cheong, Andy as an independent non-executive director of the Company which is to take effect immediately upon the close of this meeting, be and is hereby approved."

7. "THAT the appointment of Yu Xiaoyang as an independent non-executive director of the Company which is to take effect immediately upon the close of this meeting, be and is hereby approved."

8. "THAT the appointment of Chen Wen Hui as an independent non-executive director of the Company which is to take effect immediately upon the close of this meeting, be and is hereby approved."

The particulars of each of the above proposed new directors are set out in Note (a) below.

As a Special Resolution:

1. "THAT, subject to (i) the completion of the sale and purchase agreement relating to 20.64% interest in the issued share capital of the Company entered into between Greencool Enterprise Development Company Limited (順德市格林柯爾企業發展有限公司) ("Greencool") as purchaser and Guangdong Kelon (Rongsheng) Group Company Limited ("GKG") as vendor on 29 October 2001, (ii) the approval of the Ministry of Foreign Trade and Economic Cooperation and (iii) the completion of the registration procedures with the China Securities Depository and Clearing Corporation Limited, Shenzhen Branch for the transfer of 20.64% interest in the Company from GKG to Greencool, the directors be and are hereby authorised to replace the existing Article 3.5 of the Articles of Association of the Company by the following:

"As approved by the China Securities Regulatory Commission and/or any such other applicable authority in the People's Republic of China, the Company's entire issued share capital is 992,006,563 ordinary shares, comprising of 204,775,755 domestic shares held by Greencool Enterprise Development Company Limited, representing 20.64% of the entire issued share capital; 133,140,000 domestic shares held by Guangdong Kelon (Rongsheng) Group Company Limited, representing 13.42% of the entire issued share capital; 84,501,000 domestic shares held by employees of the Company, representing 8.52% of the entire issued share capital; 459,589,808 H shares, representing 46.33% of the entire issued share capital; and 110,000,000 A shares, representing 11.09% of the entire issued share capital.""

By the order of the Board of

Guangdong Kelon Electrical Holdings Company Limited

Ms Carol Yu

Company Secretary

Shunde, Guangdong, PRC

5 November 2001

Notes:

(a) Set out below are brief particulars of the proposed new directors of the Company:

Mr. Gu Chu Jun, aged 42, graduated with a master's degree in engineering from Tianjin University, the PRC. He is the inventor and the patent right holder of Greencool Refrigerants. Mr. Gu is also the founder of the Greencool Group. He is the chairman of the board of Greencool Enterprise Development Company Limited and Greencool Refrigerants (China) Company Limited and the chairman of the board and the chief executive officer of Greencool Technology Holdings Limited. Mr. Gu has over 16 years of experience in the refrigeration engineering and refrigerant industry. Prior to founding the Greencool Group, he taught in Tianjin University and devoted himself to the research of thermodynamics and refrigeration engineering. The new environment friendly refrigerants invented by the Greencool Group are a family of the refrigerants designated by American Society of Heating, Refrigerating and Air-conditioning Engineers, Inc. ("ASHRAE"), an authoritative organization in the refrigeration industry worldwide, as reaching the ASHRAE standard. To date, they are the only refrigerants to which the ASHRAE serial names are assigned in Asia. They have been recommended by several countries' authoritative organizations as the replacements of the CFC refrigerants. In 1998, the Greencool Refrigerants were recommended by the State Environmental Protection Administration of the PRC as Category A products for promoting environmental protection.

Mr. Liu Cong Meng, aged 56, joined the Greencool Group in July 1998. Now he is the standing vice-president of Greencool Enterprise Development Company Limited and the executive director and the vice-president of Greencool Technology Holdings Limited. Mr. Liu studied international relations and economics in Beijing University, the PRC. He is experienced in environmental protection, international cooperation and management. Before joining the Greencool Group, Mr. Liu held such official posts as a diplomat of the Chinese embassies in such countries as the United States of America, etc. and the head of the Department of International Cooperation of the Ministry of Agriculture of the PRC. He was responsible for handling the bilateral and the multilateral cooperation between the PRC and such international organizations as the World Bank and other related countries for a long period. Mr. Liu is also a member of Pacific Economic Cooperation Committee (PECC) and a guest foreign consultant of the Policy Advisory Council of the Australian Centre for International Agriculture Research (ACIAR) of the Australian Government.

Mr. Zhang Hong, aged 39, graduated with a bachelor's degree in engineering from Jiangsu Polytechnic University. He is now a senior engineer. In 1991, Mr. Zhang joined the Greencool Group as an engineer. In 1995, he was appointed as the vice-president of Greencool Refrigerant (China) Company Limited. In 1998, he was appointed as the vice-president of Beijing Greencool Environmental Protection Engineering Company Limited. Mr. Zhang has 18 years of experience in mechanical engineering, refrigeration engineering and air-conditioning engineering. He worked as an officer for certain domestic and foreign-invested enterprises for 7 years.

Mr. Fang Zhi Guo, aged 39, graduated with a bachelor's degree in mechanical engineering from Tianjin University in July 1983. In December 1985, Mr. Fang graduated with a Master's degree in mechanical engineering from Tianjin Industrial University. During the period between January 1986 and February 1995, he taught in the Department of Mechanical Engineering in Tianjin Industrial University. Later he became the department head. From February 1995, Mr. Fang has been a director and vice-president of Greencool Refrigerant (China) Company Limited and the head of Greencool Refrigerant Research Institute. He is experienced in the research and development of the refrigeration and air-conditioning equipment and the optimum design of the refrigerant. He has in-depth understanding in his research of the thermophysical characteristics of the Green Refrigerants. He is also experienced in enterprise management and scientific research management.

Mr. Yan You Song, aged 36, graduated with a master's degree in materials studies from Beijing Aeronautics & Space-flight University in 1989. During the period between 1991 and 1994, he was the deputy factory manager and the chief engineer of Beijing Dongshong Group Corporation, Ltd. and was in charge of the marketing, supply and production management of the whole factory. In 1995, Mr. Yan joined the Greencool Group and held the position of the vice-president of Beijing Greencool Environmental Protection Engineering Company Limited. He has led experiments using Greencool Refrigerants in new products and business negotiations.

Mr. Chan Pei Cheong, Andy, MBA, FCCA, FHKSA, ACIS, HKICS, has extensive experience in corporate finance and financial management area. He had worked as an accountant in an international accounting firm for more than 5 years. Subsequently he joined the Listing Division of the Stock Exchange of Hong Kong Limited as a manager. His duties included various regulatory functions in corporate finance and accountancy. Mr Chan has held various directorate positions in capital and direct investment markets under the securities arms of listed conglomerates since 1995. Mr Chan is a qualified accountant since 1987 and holds a masters degree in business administration from the University of Durham, England and an honours diploma in accountancy from the Lingnan University. He is also a fellow of the Association of Chartered and Certified Accountants, Hong Kong Society of Accountants, an associate member of the Institute of Chartered Secretaries and Administrators. Mr Chan is a certified practicing accountant in Hong Kong and the United Kingdom. Mr Chan is currently a partner of an accounting firm in Hong Kong, and is the managing director of Sennex Equities Limited, and a non-executive director of a listed company in Hong Kong.

Ms. Yu Xiaoyang, graduated with a master's degree in Business Administration from International Management Institute, Geneva, Switzerland. Ms Yu has over 15 years of experience in banking, corporate finance, investment and strategic financial consultancy. She is among the first mainland Chinese who started a professional career with major international financial institutions. The institutions she served include Paribas (Suisse) S.A. in Geneva; Dresdner Bank AG in Frankfurt, London and New York; Kissinger Associates, Inc and Salomon Brothers Inc in New York. She was involved in a variety of cross-border merger and acquisition, public offering and private placement transactions. Ms Yu has also been working as a professional consultant for many years, advising multi-national corporations on investment strategies in China. Ms Yu is currently a Managing Partner at Victoria Capital Limited in Hong Kong.

Mr. Chen Wen Hui, aged 43, graduated with a master's degree in Law Science from the graduate school of the Chinese Academy of Social Sciences. He qualified as a lawyer in the PRC in 1987. He joined National Westminster Securities in 1996. Before he joined the board of ICEA in February 1998, Mr. Chen was the head of the China Practice Department of the British law firm Wilde Sapte. He was specially responsible for handling PRC securities, debt financing and the incorporation of the sino-foreign joint venture companies in China. Mr. Chan has extensive experience in the reorganization of the Chinese enterprises and the fund-raising activities in the international market. Mr. Chen is a member of the Law Society of Hong Kong. He is also qualified to practise law in China.

(b) Holders of the Company's shares whose names appear on the register of members of the Company as at the close of business on 30 November 2001 are entitled to attend the EGM or any adjournment thereof if they complete and return the attendance confirmation slip for receipt by the Company on or before 3 December 2001. Please refer to the attendance confirmation slip for details.

(c) A shareholder entitled to attend and vote at the EGM may appoint a proxy or proxies (no matter whether he or she is a shareholder of the Company) to attend and vote in his or her stead. Each shareholder (or his/her proxy or proxies) shall be entitled to one vote for each share held. The completion and deposit of a form of proxy will not preclude any shareholder from attending and voting at the EGM or adjournment thereof.

(d) Shareholders must appoint a proxy or proxies in writing. Such instrument should be signed by the person appointing the proxy or proxies or by his or her duly authorised attorney. If the form of proxy is signed by an attorney, the document appointing the attorney must be certified by a notary public. To be valid, a notarially certified power of attorney or other authority (if any) and the form of proxy must be received by the Secretary's Office 24 hours prior to the commencement of the EGM. A form of proxy for use at the EGM will be despatched to each of the shareholders in due course.

(e) The EGM is expected to last half a day. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

(f) The address of the Secretary's Office is:

The Secretary's Office of the Board of Directors of Guangdong Kelon Electrical Holdings Company Limited

No.8 Ronggang Road

Ronggui, Shunde,

Guangdong Province,

The People's Republic of China

Tel: (86-765) 836-2570

Fax: (86-765) 836-1055

"Please also refer to the published version of this announcement in the Hong Kong i-mail"