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

Nov 29, 2004

GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED 廣東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: 921)

ANNOUNCEMENT ON RESOLUTIONS PASSED BY THE BOARD AND NOTICE OF CONVENING THE FIRST EXTRAORDINARY GENERAL MEETING IN 2005

This announcement is made pursuant to Rule 13.09(2) of the Listing Rules.

The Company announces certain resolutions passed by the Board. This announcement also contains the notice of convening the first extraordinary general meeting for all shareholders in 2005. Notice of the first extraordinary general meeting for holders of domestic shares in 2005 and the notice of first extraordinary general meeting for holders of H shares have been separately published on 29th November, 2004.

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 “Listing Rules”).

Written resolutions of the board of directors (the “Board”) of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) were passed on 26th November, 2004. The resolutions were signed by all of the nine directors and passed in accordance with the Company Law of the People’s Republic of China and the articles of association of the Company. The following resolutions were passed:

• I. Resolution on re-election of the Board and the list of the nominated candidates for the directors of the 5th session of the Board

Given the due expiration of the terms of all members of the 4th session of the Board, it was decided that the Board shall be reelected in accordance with the Company Law of the People’s Republic of China and the articles of association of the Company. The Board nominated Mr. Gu Chu Jun, Mr. Liu Cong Meng, Mr. Li Zhen Hua, Mr. Yan You Song, Mr. Zhang Hong and Mr. Fang Zhi Guo as the candidates for the executive directors of the 5th session of the Board.

In accordance with “The Guiding Opinion Regarding The Establishment of Independent Director System for Publicly Listed Companies”（《關於在上市公司建立獨立董事制度的指導意見》）issued by the China Securities Regulatory Commission, the Board nominated Mr. Chen Pei Cheong, Mr. Li Kung Man and Mr. Xu Xiao Lu as the candidates for the independent nonexecutive directors of the 5th session of the Board.

The above candidates for the executive and independent non-executive directors of the 5th session of the Board will be proposed at the first extraordinary general meeting of the Company in 2005 for approval. In accordance with “Notice of Filing Work on the Qualifications of Independent Directors for Publicly Listed Companies”（《關於上市公司獨立董事任職資格備案工作的 通知》）, the candidates for independent directors are subject to the approval at the general meeting after due examination by Shenzhen Stock Exchange (profiles of candidates for the executive and independent non-executive directors are set out in Appendix I to this announcement). The independent directors of the Company has given their independent opinion that the procedures under which the director candidates were nominated comply with the relevant regulations and that the nominated candidates are qualified for the role of directorship.

1. To propose a resolution at the 2005 First Extraordinary General Meeting to authorize the Board to use the Company’s internal resources to repurchase its H shares.

It was decided that the Company could repurchase not more than 10% (namely 45.96 million H shares) of the issued H shares of the Company subject to obtaining approval from its shareholders and the relevant authority in accordance with the legal procedures. It was also decided that resolution will be proposed at the extraordinary general meeting authorising the Board of the Company to amend the Articles of Association of the Company and perform the procedure of changes on industrial and commercial registration.

“Notice of Convening the 2005 First Extraordinary General Meeting”

The details of the general meeting are as follows:

• (i) Convener of the meeting: the Board of the Company

• (ii) Time of the meeting: 11:00 a.m. on 15th January, 2005 (Saturday)

• (iii) Venue of the meeting: Meeting room at the headquarters of the Company, Shunde District, Foshan City, Guangdong Province

• (iv) Events to be considered at the meeting:

Consider and approve the following resolutions as ordinary resolutions:

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1. “Resolution on re-election of the Board of the Company”

2. “Resolution on re-election of the Supervisory Committee of the Company”

Consider and approve the following resolution as special resolution:

1. “Resolution on proposal to seek a general mandate from the general meeting to repurchase H Shares with the Company’s internal resources”

2. (v) Those present at the meeting:

3. The shareholders of the Company whose names appear on the register of members of the Company as at the close of business on 15th December, 2004 or their proxy are entitled to attend the first extraordinary general meeting of the Company in 2005 if they could complete and return the confirmation notice to attend the general meeting on or before 24th December, 2004 (from 8:30 a.m. to 11:00 a.m. and 1:30 p.m. to 4:30 p.m.). As for the details, please refer to the confirmation notice to attend the general meeting (see Appendix II);

4. Directors, supervisors and senior management of the Company;

5. Professionals employed by the Company.

6. (vi) Registration of Extraordinary General Meeting

7. i. Corporate shareholders shall register at the board secretary office of the Company personally or by way of letters or fax, with copies of business licenses, shareholder account cards, authorities of representatives and attendants’ IDs, from 8:30 a.m. to 11:00 a.m. and 1:30 p.m. to 4:30 p.m. on or before 24th December, 2004;

8. ii. Individual shareholders shall register at the board secretary office of the Company personally or by way of letters or fax in case of foreign shareholders, with their IDs and shareholder account cards, from 8:30 a.m. to 11:00 a.m. and 1:30 p.m. to 4:30 p.m. on or before 24th December, 2004;

9. iii. To be qualified to attend the 2005 First Extraordinary General Meeting of Holders of H Shares, holders of H Shares shall return the Confirmation slip for above meeting to the Company (by hand, by post or by fax) on or before 24th December, 2004 and all share transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrars, Hong Kong Registrars Limited at Rooms 1712-1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:00 p.m. on 15th December, 2004.

10. iv. The proxy shall register at the board secretary office of the Company personally or by way of letters or fax in case of foreign shareholders, with proxy’s ID, authorities (see Appendix III), shareholder account cards of appointers and appointers’ IDs, from 8:30 a.m. to 11:00 a.m. and 1:30 p.m. to 4:30 p.m. on or before 24th December, 2004.

11. (vii) Notes:

12. The holders of H share of HK$1.00 each of the Company (“H Share”) shall note that the register of members of the Company will be closed from 16th December, 2004 to 15th January, 2005 (both days inclusive).

13. The shareholders attending the meeting shall be responsible for their own travelling and accommodation expenses.

14. (viii) Methods of Contact to the Company

The address of the Company’s Secretary’s Office of the Board of Directors No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province

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

Tel: (0757) 28362570 28362148 Fax: (0757) 28361055 Post code: 528303 Contact person: Li Lin, Yu Wan Li

By order of the Board of

Guangdong Kelon Electrical Holdings Company Limited Gu Chu Jun Chairman

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.

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

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Appendix I:

Brief biographical details of the directors to be re-elected are set out below.

Mr. Gu Chu Jun (“Mr. Gu”), age 45, is the Chairman of the Company. He has been an executive director of the Company since December 2001. Mr. Gu graduated with a Master’s degree in engineering from Tianjin University, the PRC. He is the inventor and patent rights holder of Greencool Refrigerants. Mr. Gu is also the founder of the Greencool Group (“the Greencool Group”). He is the chairman of the board of Greencool Enterprise Development Company Limited (“Greencool Enterprise Development”), Greencool Refrigerant (China) Company Limited (“Greencool Refrigerants China”), Hefei Meiling Company Limited, Greencool Technology Holdings Limited (“Greencool Tech”) and Yangzhou Yaxing Motor Coach Company Limited. Mr. Gu has over 18 years of experience in the refrigeration engineering and refrigerant industry. Prior to founding the Group, he taught at Tianjin University and devoted himself to the research of thermodynamics and refrigeration engineering.

Mr. Gu entered into a service agreement with the Company. Mr. Gu’s remuneration is HK$6,000,000 per annum which was determined based on Mr. Gu’s position in the Company.

Mr. Liu Cong Meng (“Mr. Liu”), age 59, has been an executive director and the Vice-Chairman of the Company since December 2001, he also accepted appointment as President and Chief Executive of the Company since January 2002. Mr. Liu joined the Greencool Group in July 1998. He is currently the executive director of Greencool Tech, a company listed on the Stock Exchange of Hong Kong. Mr. Liu obtained his Bachelor’s degree in Beijing University in the PRC and has extensive experience in economic management, environmental protection and international cooperation. Before he joined the Greencool Group, Mr. Liu held offices as a diplomat in the Chinese Embassies in various countries such as the United States of America. Mr. Liu also held office in the Department of International Cooperation of the Ministry of Agriculture in the PRC, during which time he was responsible for handling the PRC’s bilateral and multilateral economic and technical cooperation projects with international organisations such as the World Bank and other countries. In addition, Mr. Liu was also a member of the China National Committee for Pacific Economic Cooperation Council (PECC) and a guest foreign consultant to the Policy Secretariat of the Australian Centre for International Agricultural Research (ACIAR) of the Australian Government.

Mr. Liu entered into a service agreement with the Company. Mr. Liu’s remuneration is HK$1,800,000 per annum which was determined based on Mr. Liu’s position in the Company.

Mr. Li Zhen Hua (“Mr. Li”), age 52, has been an executive director and the Vice-Chairman of the Company since December 2001. After receiving his tertiary education, Mr. Li held offices as general manager of Shunde Wan Jia Le Group Limited, Chairman of Guangdong Macro Company Limited, General Manager of Shunde Cheng Shun Investment Company, chief of Rongqi Economic Development Committee, deputy secretary of Rongqi Town Communist Party Committee, deputy township chief of Rongqi, deputy chief of Ronggui Public Asset Management Committee, deputy secretary of Ronggui Town Communist Party Committee and deputy chief of Ronggui Town.

Mr. Li entered into a service agreement with the Company. Mr. Li’s remuneration is HK$1,800,000 per annum which was determined based on Mr. Li’s position in the Company.

Mr. Yan You Song (“Mr. Yan”), age 39, has been an executive director of the Company since December 2001. Mr. Yan joined the Greencool Group in 1995 as Vice-President of Beijing Greencool Environmental Protection Engineering Company Limited (“Beijing Greencool Environmental”). Mr. Yan obtained his Master’s degree in material studies from Beijing Aeronautics & Space-flight University in 1989. From 1991 to 1994, Mr. Yan held offices as Deputy Factory Manager and Chief Engineer in Beijing Dongshong Group Corporation Limited. Mr. Yan has led experiments using Greencool refrigerants in new products and has been active in the Greencool Group’s business negotiations.

Mr. Yan entered into a service agreement with the Company. Mr. Yan’s remuneration is HK$1,200,000 per annum which was determined based on Mr. Yan’s position in the Company.

Mr. Zhang Hong, (“Mr. Zhang”), age 42, is a senior engineer. He has been an executive director of the Company since December 2001. He joined the Greencool Group in 1991 as an engineer. In 1995, Mr. Zhang was appointed Vice-President of Greencool Refrigerant China. In 1998, he held office as the Vice-President of Beijing Greencool Environmental. Mr. Zhang obtained his Bachelor’s degree in Technology in the Jiangsu Polytechnic University. He has 20 years of experience in mechanical engineering, refrigeration engineering and airconditioning engineering. Mr. Zhang gained extensive managerial experience through working as an officer for certain domestic and foreign enterprises for seven years.

Mr. Zhang entered into a service agreement with the Company. Mr. Zhang’s remuneration is HK$960,000 per annum which was determined based on Mr. Zhang’s position in the Company.

Mr. Fang Zhi Guo (“Mr. Fang”), age 42, has been an executive director of the Company since December 2001. He obtained his Bachelor’s degree in mechanical engineering from Tianjing University in July 1983 and his master’s degree in mechanical engineering from Tianjing Industrial University in December 1985. He became a lecturer and subsequently the Chair in the Mechanical Engineering faculty of Tianjin Industrial University between January 1986 and February 1995. Mr. Fang joined Greencool Refrigerant China as a director and Vice-President in 1995. He also became the Head of Greencool Refrigerent Research Institute. Mr. Fang has extensive experience in the manufacture and product design and development of refrigerants. He has an in-depth understanding in the research of the thermo-physical characteristics of Greencool refrigerants. He is also well-experienced in enterprise and scientific research management.

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Mr. Fang entered into a service agreement with the Company. Mr. Fang’s remuneration is HK$960,000 per annum which was determined based on Mr. Fang’s position in the Company.

Mr. Chan Pei Cheong, Andy (“Mr. Chan”), age 43, MBA, FCCA, FHKSA, ACIS, HKICS, has been an independent non-executive director of the Company since December 2001. He has extensive experience in financial management, investment and corporate finance. Mr. Chan was a director in the corporate finance department of a merchant bank, and during his office, he was involved in corporate restructuring, takeovers and capital markets work. Concurrently, Mr. Chan also worked in an international firm of auditors and specialised in corporate auditing and financial management. In the 1990s, Mr. Chan also joined the Listing Division of the Stock Exchange of Hong Kong Limited as a manager. His duties included reviewing, coordinating and approving arrangements for listing of companies, initial public offering, issue of derivatives and share buy-backs. Mr. Chan holds a Master’s degree in Business Administration from the University of Durham, England and a diploma in accountancy with honours from the Lingnan University in Hong Kong. He is also a fellow of the Association of Chartered and Certified Accountants, Hong Kong Society of Accountants (now named the Hong Kong Institute of Certified Public Accountants), a fellow of the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Company Secretaries. Mr. Chan is a certified practising accountant in Hong Kong and in the United Kingdom. Mr. Chan is currently a partner of an accounting firm in Hong Kong, and is an independent non-executive director of Rexcapital International Holdings Limited, a company listed on the Hong Kong Stock Exchange.

Mr. Chan entered into a service agreement with the Company. Mr. Chan’s remuneration is HK$360,000 per annum which was determined based on Mr. Chan’s position in the Company.

Mr. Li Kung Man (“Mr. Li”), age 47, has been an independent non-executive director of the Company since 2002. He has obtained a higher diploma from the Hong Kong Polytechnic University. He is also a fellow of The Chartered Association of Certified Accountants, United Kingdom and a member of the Hong Kong Society of Accountants (now named the Hong Kong Institute of Certified Public Accountants). He was an executive director of Mindun Group and Sunfore Group and he has extensive work experience in trading, manufacturing and property development. He was also engaged in accounting and auditing work with China Light & Power Co. Ltd. and PricewaterhouseCoopers. Mr. Li is currently a director of Tak Wah Electronic Company Limited and an independent non-executive director of AKM Industrial Company Limited. Mr. Li has over twenty years of experience in the accounting field and working in business corporations. He also has a thorough understanding of financial management of companies (including China’s business environment).

Mr. Li entered into a service agreement with the Company. Mr. Li’s remuneration is HK$360,000 per annum which was determined based on Mr. Li’s position in the Company.

Mr. Xu Xiaolu (“Mr. Xu”), age 48, has been an independent non-executive director of the Company since 2003. He graduated in financial trading from Beijing Economics College. During 1982 and 1993, Mr. Xu took up various positions in the China National Petroleum Corporation (Petroleum Industrial Department), such as Head of Section, Deputy Head of Department and Head of Financial Department. From May 1993 to December 1999, Mr. Xu worked in CNPC (Hong Kong) Limited, during that time, Mr. Xu took up various positions such as executive director (1993-1996), Managing Director (1996-1997) and Vice-Chairman and President (1997-1999). Between 1999 to 2000, Mr. Xu joined PetroChina Company Limited as Assistant Secretary to the Board, the Company’s Authorised Representative in Hong Kong and Head of Investor Relations. During 2000 to 2003, Mr. Xu joined Sino InfoTech Holdings Limited as Managing Director. Since September 2003, Mr. Xu joined Beijing Fengde Investment Management Limited as a Chairman and Executive President.

Mr. Xu entered into a service agreement with the Company. Mr. Xu’s remuneration is HK$360,000 per annum which was determined based on Mr. Xu’s position in the Company.

Appendix II: Confirmation Slip

The first meeting of 2005 Extraordinary General Meeting Attendance Confirmation Slip of Guangdong Kelon Electrical Holdings Company Limited

Pursuant to the Articles of Association of the Company, the Company Law of the People’s Republic of China and the relevant regulations, all shareholders of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) who wish to attend the first meeting of 2005 extraordinary general meeting should complete the following confirmation slip:

Name:

Shareholding: Shares

ID number:

Telephone number:

Address:

Date:

Signature of the shareholder:

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Remarks:

1. Domestic and overseas shareholders of the Company (including overseas shareholders of the Company who have completed the confirmed transfers of shares on and before 15th December, 2004) whose names appear on the register of members of the Company as at the close of business on Wednesday, 15th December, 2004 will be entitled to attend the extraordinary general meeting. The Company will not process registration of transfers of H Shares from Thursday, 16th December, 2004 to Saturday, 15th January, 2005 (both days inclusive).

2. Please complete this slip in BLOCK CAPITALS. A copy of this slip is acceptable.

3. Please provide a copy of your identification.

4. Please provide copies of documents indicating your holding of shares.

5. This slip may be sent by hand, by post or by facsimile to the Company before 24th December, 2004.

6. (1) If this slip is sent by hand or by post, please send to:

The Secretary’s Office of the Board of Directors, Guangdong Kelon Electrical Holdings Company Limited, No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China Postal code: 528303

• (2) If this slip is sent by facsimile, please send to: The Secretary’s Office of the Board of Directors, Guangdong Kelon Electronical Holdings Company Limited Fax No.: 86-0757-28361055

Appendix III: Proxy Form

I/We hereby appoint Mr./Ms. as my/our proxy to attend and vote on behalf of me/us at the 2005 First Extraordinary General Meeting of Guangdong Kelon Electrical Holdings Company Limited.

Appointor (seal):

Appointor’s ID card number:

Number of shares held by the appointor:

Shareholder account number:

Proxy: (Signature)

Identity card number:

Date of appointment:

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

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