Medlive Technology Co., Ltd. — Board/Management Information 2004

Nov 29, 2004

GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED

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

(Stock Code: 921)

Declaration by the Nominator of the Independent Directors of Guangdong Kelon Electrical Holdings Company Limited

This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

The Board of Directors (“Board”) of Guangdong Kelon Electrical Holdings Company Limited (the “Company”), the nominator, hereby makes an express declaration in respect of the nomination of Mr. Chan Pei Cheong, Mr. Li Kung Man and Mr. Xu Xiao Lu for appointment as independent directors of the Fifth Board of Directors of the Company. There does not exist any relationship between the nominees and the Company which may affect the independence of the nominees. The Board declares as follows:

This nomination is made after obtaining sufficient understanding of the profession, academic qualification, job title, detailed work history and all part-time job status of the nominees. The nominees have agreed in writing to be proposed as the nominees for the independent directors of the Fifth Board of Directors of the Company (Attachment: the declaration by the nominees). The nominator considers that the nominees:

• I. possess the qualifications to be the director of a listed company in accordance with the laws, administrative rules and regulations and other relevant provisions;

• II. satisfy the employment requirements as stipulated in the Articles of Association of the Company;

• III. fulfill the requirement of independence imposed by the “Guidance on the Establishment of Independent Directorship System of Listed Companies” issued by the China Securities Regulatory Commission:

  1. the nominees, their immediate relatives and their principal associates do not hold any office in the Company or its subsidiaries;

  2. neither the nominees nor any of their immediate relatives is a shareholder who directly or indirectly holds 1% or more of the issued shares of the Company, nor is he/she one of the ten largest shareholders of the Company;

  3. neither the nominees nor any of their immediate relatives holds any office in any entity which directly or indirectly holds 5% or more of the issued shares of the Company, nor does he/she hold any office in the five largest shareholders of the Company;

  4. the nominees satisfy the above mentioned three conditions throughout the course of the most recent year;

  5. the nominees are not persons who provide financial, legal, management consulting and technical consulting services, etc. to the Company or its subsidiaries.

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• IV. the nominees do not concurrently hold independent directorships in more than five listed companies, including the Company.

We, the nominator, confirm that the above declaration is true, complete and accurate in all respects and does not contain any false or misleading statement. We, the nominator, fully understand the consequences of making false declarations.

The Board of Directors of Guangdong Kelon Electrical Holdings Company Limited The nominator

26 November 2004

Declaration by the Proposed Independent Directors of Guangdong Kelon Electrical Holdings Company Limited

The declarants, Mr. Chan Pei Cheong, Mr. Li Kung Man and Mr. Xu Xiao Lu, as the nominees for the independent directors of the Fifth Board of Directors of Guangdong Kelon Electrical Holdings Company Limited (the “Company”), hereby declare that “I warrant that there will not exist any relationship between myself and the Company during the period in which I serve as an independent director of the Company which may affect my independence. I hereby declare as follows:

• I. I, my immediate relatives and my principal associates do not hold any office in the Company or its subsidiaries;

• II. neither I nor any of my immediate relatives directly or indirectly hold 1% or more of the issued shares of the Company,

• III. neither I nor any of my immediate relatives is one of the ten largest shareholders of the Company;

• IV. neither I nor any of my immediate relatives holds any office in any entity which directly or indirectly holds 5% or more of the issued shares of the Company;

• V. neither I nor any of my immediate relatives holds any office in the five largest shareholders of the Company;

• VI. I satisfy the above mentioned five conditions throughout the course of the most recent year;

• VII. I have not provided financial, legal, management consulting and technical consulting services, etc. to the Company or its subsidiaries;

• VIII. I have not received other additional and undisclosed benefit from the Company and its substantial shareholders or organizations and personnel who have an interest in the Company;

• IX. I satisfy the employment requirements as stipulated in the Articles of Association of the Company.

Moreover, I do not concurrently hold independent directorships in more than five listed companies, including the Company.

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I fully understand the responsibility of an independent director and confirm that the above declaration is true, complete and accurate in all respects and does not contain any false or misleading statement. I fully understand the consequences of making false declarations. The Shenzhen Stock Exchange may confirm my qualification of employment and independence in accordance with this declaration. During the period of my service as an independent director of the Company, I will comply with the requirements of national laws and regulations, and the rules, regulations and notices issued by CSRC as well as the Operational Rules of the Shenzhen Stock Exchange, ensuring that I will have sufficient time and energy to perform my duty and make independent judgment without being affected by the substantial shareholders, beneficial controller or other entities or individuals who have an interest in the Company.”

Chun Pei Cheong, Li Kung man and Xu Xiao Lu The Declarants

26 November 2004

As at the date of this announcement, the Company’s executive directors are Mr. Gu Chu Jun, Mr. Liu Cong Meng, Mr. Li Zhen Hua, Mr. Yan You Song, Mr. Zhang Hong and Mr Fang Zhi Guo; and the independent non-executive directors are Mr. Chan Pei Cheong, Andy, Mr. Li Kung Man and Mr. Xu Xiao Lu.

Foshan City, Guangdong Province, the PRC, 26th November, 2004

By order of the Board of Guangdong Kelon Electrical Holdings Company Limited Gu Chu Jun Chairman

"Please also refer to the published version of this announcement in China Daily"

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