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Medlive Technology Co., Ltd. — Board/Management Information 2006
Sep 19, 2006
50436_rns_2006-09-19_92121799-f765-448e-a697-fae429fae7db.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 SIXTH 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 on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
The sixth board of directors of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) convened its sixth meeting (the “Meeting”) by way of written resolutions on 15 September 2006. The notice of the Meeting was despatched to all the directors of the Company in writing, by fax and by mail on 5 September 2006. Eight of the nine directors attended the Meeting, while executive director Ms. Yu Shu Min, was unable to attend the Meeting as she was on business trip, nor did she authorise other directors to attend the Meeting on her behalf. 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 following resolutions were considered and approved at the Meeting:
As Mr. Su Yu Tao and Mr. Zhang Ming, executive directors of the Company, are also directors of Huayi Compressor Company Limited (“Huayi Compressor”), the above two directors abstained from voting on resolutions numbered 1 to 13 below:
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the compressors purchase and supply framework agreement I entered into between Guangdong Kelon Refrigerator Ltd. (“Kelon Freezer”) and Huayi Compressor and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the compressors purchase and supply framework agreement II entered into between Kelon Freezer and Jiaxi Beila Compressor Company Limited (“Jiaxi Beila”) and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the compressors purchase and supply framework agreement III entered into between Kelon Freezer and Huayi Compressor (Jingzhou) Co., Ltd. (“Huayi Jingzhou”) and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the compressors purchase and supply framework agreement IV entered into between Yingkou Kelon Refrigerator Co., Ltd. (“Yingkou Kelon”) and Jiaxi Beila and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the compressors purchase and supply framework agreement V entered into between Jilin Kelon Electrical Co., Ltd. (“Jilin Kelon”) and Jiaxi Beila and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the compressors purchase and supply framework agreement VI entered into between Hangzhou Kelon Electrical Co., Ltd. (“Hangzhou Kelon”) and Huayi Compressor and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the compressors purchase and supply framework agreement VII entered into between Hangzhou Kelon and Jiaxi Beila and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the compressors purchase and supply framework agreement VIII entered into between Chengdu Kelon Refrigerator Co., Ltd. (“Chengdu Kelon”) and Jiaxi Beila and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the compressors purchase and supply framework agreement IX entered into between Chengdu Kelon and Huayi Compressor and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the compressors purchase and supply framework agreement X entered into between Guangdong Kelon Refrigerator Co., Ltd. and Huayi Compressor and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the compressors purchase and supply framework agreement XI entered into between Jilin Kelon and Huayi Compressor and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the compressors purchase and supply framework agreement XII entered into between Yingkou Kelon and Huayi Compressor and the continuing connected transactions thereunder were considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the proposal to the general meeting of the Company for ratification of the continuing connected transactions in relation to the purchase of compressors entered into between the subsidiaries of the Company and Huayi Compressor, Huayi Jingzhou and Jiaxi Beila since 2000 was considered and approved, with 6 affirmative votes, 0 objecting votes and 0 abstaining votes;
As Mr. Tang Ye Guo, Ms. Yu Shu Min, Mr. Su Yu Tao, Mr. Xiao Jian Lin and Mr. Lin Lan, executive directors of the Company, hold positions in Hisense Group Company (“Hisense Group”) or its subsidiaries, the above five directors abstained from voting on resolutions numbered 14 to 18 below:
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the mould purchase framework agreement entered into between Guangdong Kelon Mould Co., Ltd. and Qingdao Hisense Air-Conditioning Co., Ltd. and the continuing connected transactions thereunder were considered and approved, with 4 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the raw materials purchase and supply framework agreement entered into between Hisense (Zhejiang) Air-Conditioner Co., Ltd. (“Hisense Zhejiang”) and Guangdong Kelon Air-Conditioner Co., Ltd. (“Kelon Air-Conditioner”) and the continuing connected transactions thereunder were considered and approved, with 4 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the air-conditioners production and supply framework agreement entered into between Kelon AirConditioner and Qingdao Hisense Marketing Company Limited and the continuing connected transactions thereunder were considered and approved, with 4 affirmative votes, 0 objecting votes and 0 abstaining votes;
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the air-conditioners production and purchase framework agreement entered into between Kelon Air-Conditioner and Hisense Zhejiang and the continuing connected transactions thereunder were considered and approved, with 4 affirmative votes, 0 objecting votes and 0 abstaining votes; and
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the proposal to the general meeting of the Company for ratification of the continuing connected transactions entered into between the subsidiaries of the Company and the subsidiaries of Hisense Group was considered and approved, with 4 affirmative votes, 0 objecting votes and 0 abstaining votes.
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The above resolutions numbered 1 to 18 will be proposed at the general meeting of the Company for approval or ratification by the independent shareholders of the Company.
Trading in the H shares of the Company
At the request of the Company, trading in the 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 further announcements in relation to, amongst others, the financial, production and trading position of the Group, and the satisfaction by the Stock Exchange of the adequacy of the internal control measures of the Company, trading in the H shares of the Company will remain suspended until further notice.
By order of the Board of 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. Su Yu Tao, Mr. Xiao Jian Lin, Mr. Lin Lan and Mr. Zhang Ming; 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, 18 September 2006
“Please also refer to the published version of this announcement in China Daily”
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