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Medlive Technology Co., Ltd. — Board/Management Information 2006
May 12, 2006
50436_rns_2006-05-12_a14c6a64-7474-412d-a480-9db10a120c07.pdf
Board/Management Information
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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)
NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON 26 JUNE 2006
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) will be held at the conference room on the Company’s head office, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China (the “PRC”) on 26 June 2006 at 10:30 a.m. to review and, if appropriate, pass the following resolutions as ordinary resolutions:
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To approve, ratify and confirm the transactions conducted by the Company pursuant to the sales agency agreement entered into by the Company and (Qingdao Hisense Marketing Company Limited) (“Hisense Agent”) on 16 September 2005 (the “Sales Agency Agreement”) as amended by the first supplemental agreement (the “First Supplemental Agency Agreement”) and the second supplemental agreement to the Sales Agency Agreement (the “Second Supplemental Agency Agreement”) entered into between the Company and Hisense Agent on 26 September 2005 and 1 April 2006, respectively;
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To approve, ratify and confirm that any executive directors of the Company are hereby authorised to take all actions and carry out execution of all documents in accordance with their personal opinions under necessary, required and appropriate conditions, in order to implement and validate anything related to the Sales Agency Agreement, the First Supplemental Agency Agreement and the Second Supplemental Agency Agreement;
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To consider and approve the removal of Mr. Gu Chu Jun as an executive director of the Company;
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To consider and approve the removal of Mr. Yan You Song as an executive director of the Company;
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To consider and approve the removal of Mr. Zhang Hong as an executive director of the Company;
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To consider and approve the appointment of Ms. Yu Shu Min[6] as an executive director of the Sixth board of directors of the Company and the level of emoluments to be received by Ms. Yu;
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To consider and approve the appointment of Mr. Tang Ye Guo[7] as an executive director of the Sixth board of directors of the Company and the level of emoluments to be received by Mr. Tang;
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To consider and approve the appointment of Mr. Xiao Jian Lin[8] as an executive director of the Sixth board of directors of the Company and the level of emoluments to be received by Mr. Xiao;
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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To consider and approve the appointment of Mr. Zhang Ming[9] as an executive director of the Sixth board of directors of the Company and the level of emoluments to be received by Mr. Zhang;
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To consider and approve the appointment of Mr. Su Yu Tao[10] as an executive director of the Sixth board of directors of the Company and the level of emoluments to be received by Mr. Su;
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To consider and approve the appointment of Mr. Lin Lan[11] as an executive director of the Sixth board of directors of the Company and the level of emoluments to be received by Mr. Lin;
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To consider and approve the appointment of Mr. Zhang Rui Jia[12] as an independent non-executive director of the Sixth board of directors of the Company and the level of emoluments to be received by Mr. Zhang;
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To consider and approve the appointment of Mr. Zhang Sheng Ping[13] as an independent non-executive director of the Sixth board of directors of the Company and the level of emoluments to be received by Mr. Zhang; and
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To consider and approve the appointment of Mr. Lu Qing[14] as an independent non-executive director of the Sixth board of directors of the Company and the level of emoluments to be received by Mr. Lu.
By order of the Board of Guangdong Kelon Electrical Holdings Company Limited Liu Cong Meng Vice Chairman
Foshan City, Guangdong, the PRC, 10 May 2006
Notes:
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The register of members of the Company will be closed from Saturday, 27 May 2006 to Monday, 26 June 2006, both days inclusive, during which period no share transfers will be registered. To qualify for attendance at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar in Hong Kong, Hong Kong Registrars Limited of Rooms 1712-1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:00 p.m. on Friday, 26 May 2006 for registration.
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Shareholders intending to attend the EGM shall give written notice of the same to the Company, which shall be lodged at the registered office of the Company on or before 4:00 p.m. on Tuesday, 6 June 2006.
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Shareholders entitled to attend and vote at the EGM are entitled to appoint one or more persons (whether or not a shareholder of the Company) as their proxy to attend and vote on behalf of themselves.
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In order to be valid, the form of proxy, together with a duly notarised power of attorney or other document of authority, if any, under which the form is signed must be deposited at the registered office of the Company not later than 24 hours before the time for holding the EGM.
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The registered address of the Company is: No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province.
Postal code: 528303 Tel: (86) 757 28362570 Contact person: Li Lin, Lv Yan Song
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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Ms. Yu Shu Min, aged 55, graduated from The Management Institute for Executives of the Chinese Academy of Sciences ( ) with a bachelor degree in 1995, having successively served as the Deputy Party Committee Secretary of (Qingdao Municipal Electronics Instrument Industrial Corporation); the Deputy Party Committee Secretary and the Deputy General Manager of (Hisense Group Company) (“Hisense Group”) and Executive General Manager of Hisense Group general manager of Qingdao Hisense Electric Co., Ltd.; and now serving as the Vice Chairman of the board of directors and President of Hisense Group, and the Chairman of the board of directors of (Qingdao Hisense Electric Co., Ltd.) (“Hisense Electrical Appliances”), a company with its shares listed on the Shanghai Stock Exchange of the PRC. As disclosed in the announcement issued by the Company dated (Qingdao Hisense Air-Conditioner Company Limited) (“Hisense Air-Conditioner”) has entered into an equity transfer agreement with (Guangdong Greencool Enterprise Development Company Limited) (“Guangdong Greencool”), the single largest shareholder of the Company, under which Guangdong Greencool intends to transfer 262,212,194 domestic legal person shares of the Company to Hisense Air-Conditioner, representing 26.43% of the Company’s total issued share capital. The aforesaid transfer is expected to complete after the relevant regulatory approvals have been obtained. Hisense Air-Conditioner is a subsidiary controlled by Hisense Group, which, through Hisense Electrical Appliances, indirectly holds 93% equity interest in Hisense Air-Conditioner. Under Rule 14A.11(4) of the Rules Governing The Listing of Securities on The Stock Exchange of Hong Kong Ltd (the “Listing Rules”), each of Hisense Group and its subsidiaries is deemed to be an associate of the Company’s existing substantial shareholder, Guangdong Greencool, and therefore connected persons of the Company. Ms. Yu does not currently hold any position in the Company or any of its subsidiaries. Ms. Yu is to stand for election as an executive director of the Company for a term of three years commencing from the approval of her appointment at the EGM, subject however to the articles of association of the Company. Ms. Yu will not be entitled to any remuneration from the Company during the term of her directorship if her appointment is approved at the EGM. As at the date of this notice, Ms. Yu has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”). Save as disclosed herein, Ms. Yu has not held any directorships in public listed companies in the past three years and is not connected with any directors, senior management or substantial or controlling shareholder of the Company. Ms. Yu confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no matters that need to be brought to the attention of the shareholders of the Company.
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Mr. Tang Ye Guo, aged 43, graduated from Tianjin University of Finance and Economics with a master degree in accounting in 1995. He has been a teacher of the Economics and Management Institution of Shandong University, and has worked successively as general accountant, deputy general manager and general manager of Hisense Electrical Appliances; assistant to the president and later vice president of Hisense Group and general manager of Hisense Air-Conditioner. He is currently chairman of Hisense Air-Conditioner, a director of Hisense Electrical Appliances and President of the Company. Mr. Tang is to stand for election as an executive director of the Company for a term of three years commencing from the approval of his appointment at the EGM, subject however to the articles of association of the Company. Mr. Tang received approximately RMB866,500 for the year ended 31 December 2005, which is the emolument for acting as the President of the Company, and no additional benefit will be received by him in his capacity as an executive director of the Company if his appointment is approved at the EGM. As at the date of this notice, Mr. Tang has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed herein, Mr. Tang has not held any directorships in public listed companies in the past three years and is not connected with any directors, senior management or substantial or controlling shareholder of the Company. Mr. Tang confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no matters that need to be brought to the attention of the shareholders of the Company.
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Mr. Xiao Jian Lin, aged 38, holds a master degree in economics. Mr. Xiao graduated from the accounting department of Xiamen University in 1995. He has been a teacher of the accounting department of Guizhou College of Finance and Economics, and has worked successively as deputy director of the Operation Center of Hisense Group; director of the finance centre, Head of the accounting and finance department, assistant to the president and later vice president of Hisense Group. He is currently a director of Hisense Group, a director of Hisense Air-Conditioner and Vice-President of the Company. Mr. Xiao is to stand for election as an executive director of the Company for a term of three years commencing from the approval of his appointment at the EGM, subject however to the articles of association of the Company. Mr. Xiao received approximately RMB442,200 for the year ended 31 December 2005, which is the emolument for acting as the Vice-President of the Company, and no additional benefit will be received by him in his capacity as an executive director of the Company if his appointment is approved at the EGM. As at the date of this notice, Mr. Xiao has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed herein, Mr. Xiao has not held any directorships in public listed companies in the past three years and is not connected with any directors, senior management or substantial or controlling shareholder of the Company. Mr. Tang confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no matters that need to be brought to the attention of the shareholders of the Company.
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Mr. Zhang Ming, aged 36, graduated from Tianjin University of Commerce with a bachelor degree in 1995, having successively served as the Deputy Director of the Development and Planning Department of Hisense Electrical Appliances, the Deputy Director in Capital Operation of (Qingdao Hisense Group), a director of the strategic development department of Hisense Group; and now serving as the Chief Supervisor at the capital operation department of Hisense Group. Mr. Zhang does not currently hold any position in the Company or any of its subsidiaries. Mr. Zhang is to stand for election as an executive director of the Company for a term of three years commencing from the approval of his appointment at the EGM, subject however to the articles of association of the Company. Mr. Zhang will not be entitled to any remuneration from the Company during the term of his directorship if his appointment is approved at the EGM. As at the date of this notice, Mr. Zhang has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed herein, Mr. Zhang has not held any
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NOTICE OF EXTRAORDINARY GENERAL MEETING
directorships in public listed companies in the past three years and is not connected with any directors, senior management or substantial or controlling shareholder of the Company. Mr. Zhang confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no matters that need to be brought to the attention of the shareholders of the Company.
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Mr. Su Yu Tao, aged 40, graduated from the Beijing Institute of Technology with a bachelor degree in 1989. Mr. Su has worked successively as deputy director of the material management department and the supply department of Hisense Electrical Appliances; deputy director, director of the production planning department and the material sourcing department of Hisense Air-Conditioner and assistant to general manager, deputy general manager and general manager of Hisense Air-Conditioner; and later general manager of (Hisense (Beijing) Electrical Appliances Company Limited). He is currently a director of Hisense Air-Conditioner and Vice-President of the Company. Mr. Su is to stand for election as an executive director of the Company for a term of three years commencing from the approval of his appointment at the EGM, subject however to the articles of association of the Company. Mr. Su received approximately RMB442,200 for the year ended 31 December 2005, which is the emolument for acting as the Vice-President of the Company, and no additional benefit will be received by him in his capacity as an executive director of the Company if his appointment is approved at the EGM. As at the date of this notice, Mr. Su has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed herein, Mr. Su has not held any directorships in public listed companies in the past three years and is not connected with any directors, senior management or substantial or controlling shareholder of the Company. Mr. Su confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no matters that need to be brought to the attention of the shareholders of the Company.
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Mr. Lin Lan, aged 48, graduated with a doctorate in mechanical engineering from the Tennessee Technological University in 1993. Mr. Lin has 20 years of experience in the research and development of corporate management, sales and marketing and project development. He was the manager of the department of power system software development of Simons (now known as “AMEC Limited” in UK) between 1995 and 1998, and was responsible for the development and management of the simulative systems of dynamic power systems, large scale paper manufacturing plants and large chemical plants. From 1998 to May 2002, Mr. Lin worked as senior project manager and senior engineer for GE Power Systems, responsible for the advancement of equipment and technology of several thermal power plants and atomic plants. He has been Vice-President of the Company since September 2002. Mr. Lin is to stand for election as an executive director of the Company for a term of three years commencing from the approval of his appointment at the EGM, subject however to the articles of association of the Company. Mr. Lin received approximately HK$1,560,000 for the year ended 31 December 2005, which is the emolument for acting as the Vice-President of the Company, and no additional benefit will be received by him in his capacity as an executive director of the Company if his appointment is approved at the EGM. As at the date of this notice, Mr. Lin has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed herein, Mr. Lin has not held any directorships in public listed companies in the past three years and is not connected with any directors, senior management or substantial or controlling shareholder of the Company. Mr. Lin confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no matters that need to be brought to the attention of the shareholders of the Company.
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Mr. Zhang Rui Jia, aged 38, graduated with a Bachelor’s Degree in Business of the University of Southern Queensland, Australia Hong Kong permanent resident with over 13 years of experiences in banking investments in the Asia and Pacific Region, having served in investment banks including Standard Chartered (Asia) as senior manager, Standard Chartered (Australia) as senior manager, ABN AMRO (Asia) ( ) as deputy director and Softbank Finance ( ) as director. He currently serves as a director in business development department at Polaris Capital (Asia) and since 2003 he has been an independent non-executive director, member of the audit comittee and remuneration committee of Mei Ah Entertainment Group. He is also a certified accountant in Hong Kong. Mr. Zhang does not currently hold any position in the Company or any of its subsidiaries. Mr. Zhang is to stand for election as an independent non-executive director of the Company for a term of three years commencing from the approval of his appointment at the EGM, subject however to the articles of association of the Company. Mr. Zhang will be entitled to an annual remuneration from the Company during the term of his directorship in an amount of RMB240,000, which has been determined by reference to (1) the emoluments received by the directors of the Company in previous years; and (2) the emoluments received by the directors of comparable listed companies. As at the date of this notice, Mr. Zhang has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed herein, Mr. Zhang has not held any directorships in public listed companies in the past three years and is not connected with any directors, senior management or substantial or controlling shareholder of the Company. Mr. Zhang confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no matters that need to be brought to the attention of the shareholders of the Company.
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Mr. Zhang Sheng Ping, aged 41, MSc of Shandong University, PhD in Economics of Nankai University, post-doctorate in Finance of Beijing University. He is now a deputy professor at Guanghua Management Institute of Beijing University and he also worked previously as a teacher at the Institute of Economics of Shandong University. Mr. Zhang’s main research areas are financial economics and theory of corporate finance; and his representative academic achievements include the following treatises: “Preferences, beliefs, information and prices of securities “WTO rules and establishment of trust among its members” “Investor’s emotional hypothesis and its application in Chinese Stock Markets” “Feasibility of developing hi-tech venture capital investment in China” and “Economic analysis on IP protection” He has participated and completed a number of the research topics from funds of natural science and funds of social sciences in China, and was awarded “the 10th (2002) Sun Yi Fang Economic Science Book Prize” and “the Second Prize at the 9th Excellent Achievement Award of Beijing University Humanities and Social Sciences” Mr. Zhang does not currently hold any position in the Company or any of its subsidiaries. Mr. Zhang is to
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NOTICE OF EXTRAORDINARY GENERAL MEETING
stand for election as an independent non-executive director of the Company for a term of three years commencing from the approval of his appointment at the EGM, subject however to the articles of association of the Company. Mr. Zhang will be entitled to an annual remuneration from the Company during the term of his directorship in an amount of RMB60,000, which has been determined by reference to (1) the emoluments received by the directors of the Company in previous years; and (2) the emoluments received by the directors of comparable listed companies. As at the date of this notice, Mr. Zhang has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed herein, Mr. Zhang has not held any directorships in public listed companies in the past three years and is not connected with any directors, senior management or substantial or controlling shareholder of the Company. Mr. Zhang confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no matters that need to be brought to the attention of the shareholders of the Company.
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Mr. Lu Qing, aged 40, a postgraduates in finance, senior accountant, a partner of Zhonghe Zhengxin Certified Public Accountants, and a director of Shandong Provincial Accounting Society. He is also a registered accountant on securities and futures and a registered public valuer in the PRC. He once served as the Chief Finance Officer of (Shandong Provincial Metallurgical Industry Corporation), the Deputy Manager of Shandong Yangguang Certified Public Accountants, the Deputy Manager of Shandong Zhong Li Xin Certified Public Accountants, and a partner of Tianyi Certified Public Accountants. In January 2002, he completed his study at the training class for independent directors of listed companies run jointly by the China Securities Regulatory Commission and Fudan University. Mr. Lu does not currently hold any position in the Company or any of its subsidiaries. Mr. Lu is to stand for election as an independent non-executive director of the Company for a term of three years commencing from the approval of his appointment at the EGM, subject however to the articles of association of the Company. Mr. Lu will be entitled to an annual remuneration from the Company during the term of his directorship in an amount of RMB60,000, which has been determined by reference to (1) the emoluments received by the directors of the Company in previous years; and (2) the emoluments received by the directors of comparable listed companies. As at the date of this notice, Mr. Lu has no interest in the shares of the Company within the meaning of Part XV of the SFO. Save as disclosed herein, Mr. Lu has not held any directorships in public listed companies in the past three years and is not connected with any directors, senior management or substantial or controlling shareholder of the Company. Mr. Lu confirmed that there is no other information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there are no matters that need to be brought to the attention of the shareholders of the Company.
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Mr. Liu Cong Meng has tendered his resignation as an executive director of the Company on 9 May 2006 due to personal reasons. His resignation will take effect from the date when the Sixth board of directors of the Company has been elected at the EGM. Mr. Liu confirmed to the Board that he has no disagreement with the Board and that there are no matters that need to be brought to the attention of the shareholders of the Company or the Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
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Mr. Li Zhen Hua has tendered his resignation as an executive director of the Company on 9 May 2006 due to personal reasons. His resignation will take effect from the date when the Sixth board of directors of the Company has been elected at the EGM. Mr. Li confirmed to the Board that he has no disagreement with the Board and that there are no matters that need to be brought to the attention of the shareholders of the Company or the Stock Exchange.
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Mr. Fang Zhi Guo has tendered his resignation as an executive director of the Company on 9 May 2006 due to personal reasons. His resignation will take effect from the date when the Sixth board of directors of the Company has been elected at the EGM. Mr. Fang confirmed to the Board that he has no disagreement with the Board and that there are no matters that need to be brought to the attention of the shareholders of the Company or the Stock Exchange.
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Mr. Li Kung Man has tendered his resignation as an independent non-executive director of the Company on 9 May 2006 due to personal reasons. His resignation will take effect from the date when the Sixth board of directors of the Company has been elected at the EGM. Mr. Li confirmed to the Board that he has no disagreement with the Board and that there are no matters that need to be brought to the attention of the shareholders of the Company or the Stock Exchange.
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Mr. Xu Xiao Lu has tendered his resignation as an independent non-executive director of the Company on 9 May 2006 due to personal reasons. His resignation will take effect from the date when the Sixth board of directors of the Company has been elected at the EGM. Mr. Xu confirmed to the Board that he has no disagreement with the Board and that there are no matters that need to be brought to the attention of the shareholders of the Company or the Stock Exchange.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
Special Notices
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Guangdong Greencool and Hisense Air-Conditioner must complete all the procedures relating to the share transfer before the EGM. If the procedures relating to the share transfer are not completed before the EGM, the Board will issue an announcement to delay the date of the EGM pursuant to Rule 8.2.3 of the Listing Rules of the Shenzhen Stock Exchange and the relevant provisions of the Articles of Association of the Company.
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The Company will make a disclosure on the progress of execution of the Sales Agency Agreement, the First Supplemental Agency Agreement and the Second Supplemental Agency Agreement on or before 16 June 2006. If such disclosure is not made on or before 16 June 2006, the Board will issue an announcement to delay the date of the EGM.
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The candidates for independent non-executive directors of the Company are subject to examination by the Shenzhen Stock Exchange. If no objections are raised by the Shenzhen Stock Exchange, then the candidates for the independent non-executive directors will be proposed at the EGM for approval.
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 the Annual Results 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 H shares of the Company will remain suspended until further notice.
As at the date of this notice , 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, Mr. Yan 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, Mr. Yan and Mr. Zhang Hong do not accept responsibility for the contents of this notice.
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