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Medlive Technology Co., Ltd. — Board/Management Information 2006
May 29, 2006
50436_rns_2006-05-29_9ab38395-bf40-40ae-8a0c-01d988abf8b6.pdf
Board/Management Information
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IMPORTANT
GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED
(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 0921)
RESIGNATION OF DIRECTOR AND AMENDMENT TO THE NOTICE OF EGM AND THE PROXY FORM
The board of directors (the “Board”) of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) received a letter from Mr. Gu Chu Jun (“Mr. Gu”) dated 22 May 2006 (the “Letter”), informing the Board of his resignation as an executive director of the Company. According to the Letter, in view of the impending completion of the transfer (the “Transfer”) of 262,212,194 domestic legal person shares in the Company (representing 26.43% of the issued share capital of the Company) from (Guangdong Greencool Enterprise Development Company Limited) to (Qingdao Hisense Air-Conditioner Company Limited) (“Hisense Air-Conditioner”), and in order to facilitate the implementation of the plans of Hisense Air-Conditioner in respect of the Company, Mr. Gu has decided to resign as an executive director of the Company.
Mr. Gu stated in the Letter that he has not participated in any decision-makings, approvals of resolutions or any other work of the Board as from 28 July 2005 up to the date of the Letter (the “Board’s Work”). In addition, Mr. Gu claimed in the Letter that he would not be liable for any of the Board’s Work during the above period, and he also claimed to reserve his legal rights to raise objections and to hold the Board responsible for the Board’s Work.
Due to the fact that Mr. Liu Cong Meng, Mr. Li Zhen Hua, Mr. Fang Zhi Guo, Mr. Li Kung Man and Mr. Xu Xiao Lu have already resigned as directors of the Company as indicated in the announcement of the Company entitled “Notice of Extraordinary General Meeting to be held on 26 June 2006” dated 10 May 2006 (the “Notice of EGM”), the resignation of Mr. Gu will result in the number of directors of the Company falling below the minimum requirement pursuant to the relevant regulations of the Company Law of the People’s Republic of China (the “PRC”). Accordingly, the resignation of Mr. Gu will take effect when the sixth Board has been duly elected at the extraordinary general meeting of the Company to be held on 26 June 2006 (the “EGM”).
Consequential Amendment to the Notice of EGM and the Proxy Form
In view of the resignation of Mr. Gu as an executive director of the Company, ordinary resolution numbered 3 to be considered at the EGM as stated in Notice of EGM, i.e.:
- “3. To consider and approve the removal of Mr. Gu Chu Jun as an executive director of the Company;”
will no longer be required to be considered and approved by the shareholders of the Company at the EGM. There are no other amendments to the Notice of EGM. As a result of the above
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amendment to the Notice of EGM, the corresponding resolution (1)(c) in the “Proxy Form for use at the Extraordinary General Meeting to be held on 26 June 2006” of the Company dated 10 May 2006 (the “Proxy Form”), which was despatched to the holders of the H Shares of the Company together with the Notice of EGM, should be deleted.
Trading in the A Shares of the Company
As the Company is unable to despatch the annual report of the Company for the year ended 31 December 2005 (the “Annual Report”) and the quarterly report of the Company for the three months ended 31 March 2006 (the “First Quarterly Report”) on or before 30 April 2006 as required by the relevant law and regulations in the PRC, trading in the A shares of the Company on the Shenzhen Stock Exchange will be suspended from 8 May 2006 until the Annual Report and the First Quarterly Report have been despatched.
If the Company is unable to despatch the Annual Report and the First Quarterly Report by 30 June 2006, trading in the A shares of the Company will resume on 3 July 2006 and the procedures in relation to a warning of risk of delisting will be implemented in respect of the A shares 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 publication of the annual results of the Company for the year ended 31 December 2005 and further announcements in relation to, amongst others, the financial, production and trading position of the Group, and the satisfaction by The Stock Exchange of Hong Kong Limited 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 Liu Cong Meng Vice Chairman
As at the date of this circular, 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. Li Kung Man and Mr. Xu Xiao Lu.
As disclosed in the Company’s previous announcements, Mr. Gu Chu Jun, Mr. Yan You Song and Mr. Zhang Hong had been formally arrested by the Foshan City Police. None of them can be contacted as at the date hereof. As such, Mr. Gu Chu Jun, Mr. Yan You Song and Mr. Zhang Hong do not accept responsibility for the contents of this circular.
Foshan City, Guangdong, the PRC, 25 May 2006
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