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Medlive Technology Co., Ltd. Board/Management Information 2006

Nov 15, 2006

50436_rns_2006-11-15_c71de5a1-12bd-41e5-b930-e4691168ca28.pdf

Board/Management Information

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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 ON RESOLUTIONS PASSED AT THE NINTH MEETING OF THE SIXTH BOARD OF DIRECTORS

This announcement is made in accordance with Rule 13.09(2) of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

The sixth board of directors (the “Board”) of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) convened its ninth meeting (the “Meeting”) by way of written resolutions on 13 November 2006. All of the nine directors attended the Meeting. The convening of and the voting at the Meeting were in compliance with the Company Law of the People’s Republic of China (the “PRC”) and the articles of association of the Company (the “Articles of Association”). The following resolutions were considered and passed at the Meeting:

  • I. Resignation and nomination of directors of the Company

    1. The resignation of Mr. Su Yu Tao as an executive director of the Company due to the reason of changes in work allocation was approved with 9 affirmative votes, 0 dissenting votes and 0 abstaining votes.

    2. The resignation of Mr. Zhang Ming as an executive director of the Company due to personal reasons was approved with 9 affirmative votes, 0 dissenting votes and 0 abstaining votes.

The Board would like to take this opportunity to express its gratitude for the services provided by the abovementioned resigning directors during their respective terms of office.

  1. The nomination of Mr. Yang Yun Duo as candidate for executive director of the Company was approved and to be proposed to the shareholders’ general meeting for approval, with 9 affirmative votes, 0 dissenting votes and 0 abstaining votes (see please refer to Appendix I for the biography of Mr. Yang Yun Duo).

  2. The nomination of Mr. Wang Shi Lei as candidate for executive director of the Company was approved and to be proposed to the general meeting for approval, with 9 affirmative votes, 0 dissenting votes and 0 abstaining votes (please refer to Appendix II for the biography of Mr. Wang Shi Lei).

The independent non-executive directors of the Company have given their independent opinion and consider the procedures for the nomination of the candidates as directors have complied with the relevant regulations and that the candidates have the relevant qualifications to act as director (please refer to Appendix III for the opinion of the independent non-executive directors).

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  • II. The appointment and removal of the management of the Company

    1. The dismissal of Mr. Su Yu Tao as president of the Company was approved with 9 affirmative votes, 0 dissenting votes and 0 abstaining votes.

    2. The resignation of Mr. Xiao Jian Lin as vice president of the Company was approved with 9 affirmative votes, 0 dissenting votes and 0 abstaining votes.

    3. The dismissal of Mr. Shi Yong Chang as vice president of the Company was approved with 9 affirmative votes, 0 dissenting votes and 0 abstaining votes.

The Board would like to take this opportunity to express its gratitude for the services provided by the abovementioned leaving management personnel during their respective terms of office.

  1. The appointment of Mr. Wang Shi Lei as president of the Company was approved with 9 affirmative votes, 0 dissenting votes and 0 abstaining votes.
  • III. The First 2007 Extraordinary General Meeting of the Company was approved to be held on 4 January 2007 to appoint new directors of the Company by way of voting, with 9 affirmative votes, 0 dissenting votes and 0 abstaining votes. Further information on the general meeting will be provided in a notice of the general meeting to be issued by the Company.

Suspension of trading in the H shares

At the request of the Company, trading in H shares of the Company was suspended with effect from 10:00 a.m. on 16 June 2005 pending the release of an announcement in relation to price sensitive information. Subject to the publication of a further announcement in relation to, amongst others, the financial, production and trading position of the Company, and the satisfaction by the Stock Exchange of the adequacy of the internal control measures of the Company, trading in H shares of the Company will remain suspended until further notice.

Guangdong Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman

As at the date of this announcement, the Company’s executive directors are Mr. Tang Ye Guo, Ms. Yu Shu Min, Mr. Xiao Jian Lin and Mr. Lin Lan; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.

Foshan City, Guangdong, the PRC, 14 November 2006

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Appendix I:

Biography of Mr. Yang Yun Duo

Mr. Yang Yun Duo, aged 50, a member of the Chinese Communist Party, university graduate. Mr. Yang has successively served as a manager of the sales company of 青島海信電器股份有限公司 (Qingdao Hisense Electric Co., Ltd) from May 2000 to January 2001; the deputy general manager of 青島海信電 器股份有限公司 (Qingdao Hisense Electric Co., Ltd.) from January 2001 to August 2002; the deputy general manager of 青島海信空調有限公司 (Qingdao Hisense Air-Conditioner Company Limited) from August 2002 to July 2003; the general manager and party committee secretary of 青島海信營銷有限公 司 (Qingdao Hisense Marketing Company Limited) from July 2003 to January 2004; an assistant to the president of 海信集團有限公司 (Hisense Group Company) and the general manager and party committee secretary of 青島海信營銷有限公司 (Qingdao Hisense Marketing Company Limited) from January 2004 to January 2006; and the vice president of 海信集團有限公司 (Hisense Group Company) from January 2006 to date.

Save as disclosed herein, Mr. Yang has not held any directorships in public listed companies in the past three years and is not connected with any directors, senior management officers, substantial or controlling shareholders or effective controllers of the Company. Mr. Yang does not hold any shares in the Company and has never been subject to any punishment by the China Securities Regulatory Commission or other relevant authorities or any disciplinary action by stock exchanges. Mr. Yang confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules of the Stock Exchange and there are no matters that need to be brought to the attention of the shareholders of the Company.

Mr. Yang is to stand for election as an executive director of the Company for a term commencing from the date of his appointment at the general meeting and terminating on the expiration of the term of the Sixth Board. Matters relating to the director’s remuneration is subject to further negotiation.

Appendix II:

Biography of Mr. Wang Shi Lei

Mr. Wang Shi Lei, aged 39, a communist member, an engineer and a university graduate. He is currently studying EMBA. Mr. Wang has successively served as the deputy general manager and general manager of 青島海信空調有限公司 (Qingdao Hisense Air-Conditioner Company Limited) from April 1996 to December 2001; the standing deputy general manager of 青島海信通信有限公司 (Qingdao Hisense Communications Company Limited) from January 2002 to June 2002; the general manager of 海信(北 京)電器有限公司 (Hisense (Beijing) Electrical Appliances Company Limited) from July 2002 to December 2003; the general manager of 青島海信電器股份有限公司 (Qingdao Hisense Electric Co., Ltd.) from January 2004 to January 2006; the general manager of 青島海信網絡科技股份有限公司 (Qingdao Hisense Network Technology Company Limited) from February 2006 to date and also an assistant to the president of 海信集團有限公司 (Hisense Group Company) from April 2006 to date.

Save as disclosed herein, Mr. Wang has not held any directorships in public listed companies in the past three years and is not connected with any directors, senior management officers, substantial or controlling shareholders or effective controllers of the Company. Mr. Wang does not hold any shares in the Company and has never been subject to any punishment by the China Securities Regulatory Commission or other relevant authorities or any disciplinary action by stock exchanges. Mr. Wang confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules of the Stock Exchange and there are no matters that need to be brought to the attention of the shareholders of the Company.

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Mr. Wang is to stand for election as an executive director of the Company for a term commencing from the date of his appointment at the general meeting and terminating on the expiration of the term of the Sixth Board. If elected, Mr. Wang will not be entitled to any remuneration or emoluments as the executive director of the Company.

Appendix III:

Guangdong Kelon Electrical Holdings Company Limited The Opinion of Independent Non-executive Directors Regarding the Director Candidates Nominated by the Board of Directors of the Company

The board of directors (the “Board”) of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) considered the resolutions relating to the nomination of Mr. Yang Yun Duo and Mr. Wang Shi Lei as candidates for executive directors of the sixth board of directors of the Company. The Board has provided us with the relevant information and we have reviewed the relevant documents and have made queries to the relevant departments and personnel of the Company with respect to relevant matters. In accordance with the articles of association of the Company and the relevant regulations of the independent director system, we agree to the nomination of Mr. Yang Yun Duo and Mr. Wang Shi Lei as candidates for executive directors of the sixth board of directors of the Company. We confirm that the procedures used to nominate the above candidates are in compliance with the relevant regulations. The above candidates have the requisite qualifications to serve as executive directors of a listed company and are in compliance with the requirements of the Company Law of the People’s Republic of China and other relevant laws and regulations.

The independent non-executive directors Zhang Sheng Ping, Lu Qing, Zhang Rui Jia 13 November 2006

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

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