Medlive Technology Co., Ltd. — Board/Management Information 2005

Apr 29, 2005

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: 0921)

ANNOUNCEMENT OF THE RESOLUTIONS PASSED AT THE BOARD MEETING

A written notice convening the Board Meeting of Guangdong Kelon Electrical Holdings Company Limited (“the Company”) was dispatched to all the directors by fax on 11 April 2005. The meeting was held at the Conference Room at the Company’s head office in Shunde District, Foshan City, Guangdong, on 28 April 2005 at 10:00 am. All nine directors attended the meeting. Executive directors including Mr. Gu Chu Jun, Mr. Liu Cong Meng, Mr. Li Zhen Hua, Mr. Yan You Song attended the meeting in person while executive directors Mr. Zhang Hong and Mr. Fang Zhi Guo and independent non-executive directors including Mr. Chan Pei Cheong, Andy, Mr. Li Kung Man and Mr. Xu Xiao Lu attended the meeting and voted by way of telephone conference. The meeting was chaired by chairman of the Board, Mr. Gu Chu Jun and was held in accordance with the Company Law of the People’s Republic of China and the Articles of Association of the Company. The following matters took place:

1. the text and the summary of the annual report for the year 2004 was considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes;

2. the audited financial report for the year 2004 was considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes;

3. the profit distribution proposal of the Company for the year 2004 was considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes;

As audited by the auditor, the realised net profit of the Company in 2004 was RMB-64,160,206. The profit distributable to shareholders for the year , which is the aggregate of the realised net profit and the undistributed profit of RMB184,436,195 at the beginning of the year, was RMB120,275,989. Due to the fast growth of sales of the Company in the past several years, a considerable amount of current capital is required for the new projects in order to achieve an efficient production. Accordingly, for the need of the Company’s fast growth, the Board has proposed not to distribute any dividend for the year 2004 or capitalize any provident fund.

1. the resolution in connection with the reappointment of auditors of the Company was considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes:

The Company proposes the reappointment of 德勤華永會計師事務所有限公司 and Deloitte Touche Tohmatsu as the Company’s domestic and foreign auditors for the 2005 financial year;

1. the amendments of certain articles in the Articles of Association of the Company were considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes;

Details of the amendments of the Articles of Association of the Company are available on the Hong Kong Stock Exchange’s website: http://www.hkex.com.hk.

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1. the amendments of certain terms in the Rules of Procedure for the Shareholders’ Meeting were considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes;

Details of the amendments of the Rules of Procedure for the Shareholders’ Meeting are available on the Hong Kong Stock Exchange’s website: http://www.hkex.com.hk.

1. the amendments of certain terms in the Rules of Procedure for the Board Meeting were considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes;

Details of the amendments of the Rules of Procedure for the Board Meeting are available on the Hong Kong Stock Exchange’s website: http://www.hkex.com.hk.

1. the amendments of certain terms in the Regulations on Information Disclosure were considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes;

Details of the amendments of the Regulations on Information Disclosure are available on the Hong Kong Stock Exchange’s website: http://www.hkex.com.hk.

1. the proposal to put forward the resolution to authorize the Board to use the Company’s internal resources to repurchase its H shares were considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes:

To approve and authorise the board to repurchase not more than 10% (namely approximately 45.96 million H shares) of the total number of issued H shares of the Company subject to obtaining approval from the relevant authority in accordance with legal procedures. It was also decided that a resolution will be proposed at the Company’s general meetings authorising the Board of Directors of the Company to amend the Articles of Association of the Company and perform the procedure of changes of industrial and commercial registration.

1. the Company’s first quarterly report for the year 2005 was considered and approved, with 9 affirmative votes, 0 objected votes and 0 abstained votes.

2. the notice convening the annual general meeting for the year 2004, the 2005 Second Extraordinary General Meeting of Holders of Domestic Shares and the 2005 Second Extraordinary General Meeting of Holders of H Shares were considered and approved, with 9 affirmative votes, 0 objected votes and 0 abstained votes.

3. “Specific explanation by the Board of Directors of the Company on the related matters of qualified auditor’s report” was considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes.

The above resolution 1 in relation to the report of directors and resolutions 2 to 9 will be proposed at the Company’s Annual General Meeting for the year 2004 for consideration and approval. Resolutions 5 and 9 will be proposed at the Company’s Annual General Meeting for the year 2004 as special resolutions for consideration and approval and resolution 9 will also be proposed at the Company’s 2005 Second Extraordinary General Meeting of Holders of Domestic Shares and the 2005 Second Extraordinary General Meeting of Holders of H Shares for consideration and approval.

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

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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, 28 April, 2005

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

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