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

May 11, 2006

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 of Board Meeting of Guangdong Kelon Electrical Holdings Company Limited

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 board of directors (the “Board”) of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) held a board meeting (the “Meeting”) by way of written resolutions on 9 May 2006. Five out of the eight directors of the Company (the “Directors”) attended the Meeting. The Meeting (the “Meeting”) was convened in accordance with the Company Law of the People’s Republic of China (“PRC”) and the Articles of Association of the Company. The following resolutions were considered and approved during the Meeting:

I. Resolutions in Relation to the Change in Directors

The Board received letters from Mr. Liu Cong Meng, Mr. Li Zhen Hua, Mr. Fang Zhi Guo, being executive Directors, and Mr. Li Kung Man and Mr. Xu Xiao Lu, being independent non-executive Directors, on 9 May 2006, informing the Board of their resignation as executive Directors or independent non-executive Directors for personal reasons. The Board has agreed to accept the resignation applications of such executive Directors and independent non-executive Directors. Pursuant to the requirements of relevant securities rules, the Board will not be able to continue its normal operations after the resignation of such Directors. As such, the resignation of such Directors will take effect upon the elections of new Directors at an extraordinary general meeting of the Company.

As Mr. Gu Chu Jun, Mr. Yan You Song and Mr. Zhang Hong, the executive Directors, are not able to properly fulfill their duties as executive Directors, the Board considered and approved the proposed removal of Mr. Gu, Mr. Yan and Mr. Zhang as executive Directors at the First 2006 extraordinary general meeting (“EGM”) of the Company.

Due to the resignations of the above Directors, and in accordance with the proposed transfer of shares between the single largest shareholder of the Company, namely Guangdong Greencool Enterprise Development Company Limited (“Guangdong Greencool”) and Qingdao Hisense Air-Conditioner Company Limited (“Hisense Air-Conditioner”), the following persons were nominated as the candidates for executive Directors or independent non-executive Directors respectively by the Board, in order to maintain the normal operations of the Board:

1. The nomination of Ms. Yu Shu Min, Mr. Tang Ye Guo, Mr. Xiao Jian Lin, Mr. Zhang Ming, Mr. Su Yu Tao and Mr. Lin Lan as candidates for the executive Director of the Sixth Board (the profiles of the candidates for executive Directors are set out in Appendix I) were considered and approved and will be proposed at the First 2006 EGM for consideration and approval;

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1. Pursuant to the relevant provisions of the “Guidance on the Establishment of an Independent Directorship System for Listed Companies” issued by the China Securities and Regulatory Commission (“CSRC”), the nominations of Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Zhang Rui Jia as the candidates for independent non-executive Directors of the Sixth Board (the profiles of the candidates for independent non-executive Directors are set out in Appendix I) were considered and approved by the Board, and will be proposed at the First 2006 EGM for consideration and approval.

The candidates for independent non-executive Directors mentioned above will be proposed to the First 2006 EGM of the Company for election. Pursuant to the provisions of the “Notice of Reporting Requirements on the Qualifications of Independent Directors of Publicly Listed Companies”, the candidates for independent non-executive directors are subject to examination by the Shenzhen Stock Exchange prior to their approval at the general meeting (the profiles of the candidates for independent non-executive Directors are set out in Appendix I; the statements of the nominator of the independent non-executive Directors are set out in Appendix II; the statements of the candidates for independent non-executive Directors are set out in Appendix III).

The independent non-executive Directors have given their independent opinions that the procedures for nominating the candidates for executive directors and independent non-executive directors complied with the relevant regulations and that the candidates nominated for executive directors and independent non-executive directors possess the relevant qualifications to act as director (details of the opinions of the independent non-executive Directors by the Board are set out in Appendix IV).

II. Examination and Approval by the Board of the Proposal for the First 2006 EGM of the Company to be Held on 26 June 2006 to Consider the Resolutions Relating to the Change in Directors mentioned above.

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 make an announcement on or before 16 June 2006 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.

The Company will disclose the implementation of the Sales Agency Agreement between Guangdong Kelon Electrical Holdings Company Limited and Qingdao Hisense Marketing Company Limited, the Supplemental Agreement and the Second Supplemental Agreement on or before 16 June 2006. In the event such disclosure cannot be made in due time, the Board will also make an announcement to delay the convention of the general meeting.

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 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.

By order of the Board of Guangdong Kelon Electrical Holdings Company Limited Liu Cong Meng Vice 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. 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 announcement.

Foshan City, Guangdong, the PRC, 10 May 2006

Appendix I: Profiles of Candidates for Executive Director and Independent Non-Executive Director

1. Profiles of Candidates for Executive Director

Ms. Yu Shu Min, aged 55, graduated from The Management Institute for Executives of the Chinese Academy of Sciences (中科院管理幹部學院) with a bachelor degree in 1998. Ms. Yu has successively served as the deputy party committee secretary of Qingdao Municipal Electronics Instrument Industrial Corporation from February 1995 to March 1997; the deputy party committee secretary and the vice president of Hisense Group Company from March 1997 to April 1998; the vice president of Hisense Group Company and the general manager of Qingdao Hisense Electric Co., Ltd. from April 1998 to November 1999; the executive general manager of Hisense Group Company and the chairman of the board of directors of Qingdao Hisense Electric Co. Ltd. from November 1999 to July 2001. Ms. Yu has been the vice chairman of the board of directors, the president of Hisense Group Company and chairman of the board of directors of Qingdao Hisense Electric Co. Ltd. since July 2001.

Ms. Yu has a connected relationship with the Company or the controlling shareholder and effective controller of the Company, and does not hold any shares in the Company. Ms. Yu has not been penalized by the CSRC, other authorities and Stock Exchanges.

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 from July 1987 to October 1997; the deputy general manager and general accountant of Qingdao Hisense Electric Co., Ltd. from October 1997 to November 1999; the general manager of Qingdao Hisense Electric Co., Ltd. from November 1999 to August 2003; an assistant to the president and later vice president of Hisense Group Company, and general manager and chairman of the board of directors of Qingdao Hisense Air-Conditioner Company Limited from August 2003 to September 2005. He has been the chairman of Qingdao Hisense Air-Conditioner Company Limited, a director of Qingdao Hisense Electric Co., Ltd. and president of the Company since September 2005.

Mr. Tang has a connected relationship with the Company or the controlling shareholder and effective controller of the Company, and does not hold any shares in of the Company. He has not been penalized by the CSRC, other authorities and Stock Exchanges.

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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 from September 1988 to July 1992, and has worked successively as deputy director of the Operation Center of Hisense Group Company from April 1997 to January 1999; director, assistant to the president and director of the finance centre of Hisense Group Company from January 1999 to March 2000; director, vice president, head of the accounting and finance department of Hisense Group Company from February 2002 to September 2005. He has been a director of Hisense Group Company, a director of Qingdao Hisense Air-Conditioner Company Limited and vice president of Guangdong Kelon Electrical Holdings Company Limited since September 2005.

Mr. Xiao has a connected relationship with the Company or the controlling shareholder and effective controller of the Company, and does not hold any shares in the Company. He has not been penalized by the CSRC, other authorities and Stock Exchanges.

Mr. Zhang Ming, aged 36, graduated from Tianjin University of Commerce with a bachelor degree in 1995. Mr. Zhang has successively served as the deputy director of the Development and Planning Department of Qingdao Hisense Electric Co., Ltd. from July 1995 to August 1998; the deputy director in Capital Operation Department of Qingdao Hisense Group from August 1998 to February 2000; the director of the Strategic Development Department of Hisense Group Company from February 2000 to February 2002. He has been the chief supervisor at the Capital Operation Department of Hisense Group Company since 2004.

Mr. Zhang has a connected relationship with the Company or the controlling shareholder and effective controller of the Company, and does not hold any shares in the Company. He has not been penalized by the CSRC, other authorities and Stock Exchanges.

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 Qingdao Hisense Electric Co., Ltd. from July 1989 to April 1997; a deputy director and director of the Production Planning Department and the Material Sourcing Department of Qingdao Hisense Air-Conditioner Company Limited from April 1997 to October 2000; assistant to general manager, deputy general manager and general manager of Qingdao Hisense Air-Conditioner Company Limited from October 2000 to February 2004; the general manager of Hisense (Beijing) Electrical Appliances Company Limited from February 2004 to September 2005. Mr. Su has been a director of Qingdao Hisense Air-Conditioner Company Limited and vice president of the Company since September 2005.

Mr. Su has a connected relationship with the Company or the controlling shareholder and effective controller of the Company, and does not hold any shares in the Company. He has not been penalized by the CSRC or other authorities and Stock Exchanges.

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Mr. Lin Lan, aged 48, graduated with a doctorate in mechanical engineering from the Tennessee Technological University in America 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 Power System Software Development Department 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 does not have any relationship with the Company or any controlling shareholder and effective controller of the Company, and does not hold any shares in the Company. He has not been penalized by the CSRC or other authorities and Stock Exchanges.

The six candidates for executive Directors mentioned above will not receive director emoluments from the Company they are elected as executive directors of the Company. However, the remuneration for certain candidates for executive directors, who are currently also senior management executives of the Company, will be determined by the Board. Mr. Tang Ye Guo, in his capacity as President of the Company, received total emoluments of approximately RMB 866,500 from the Company during 2005. Mr. Xiao Jian Lin and Mr. Su Yu Tao, in their capacities as Vice President of the Company, received total emoluments of approximately RMB 442,200 from the Company during 2005. Mr. Lin Lan, in his capacity as Vice President of the Company, received total emoluments of approximately HK$ 1,560,000 from the Company during 2005.

2. Profiles of Candidates for Independent Non-Executive Director

Mr. Zhang Sheng Pin, aged 41, graduated with a master of science from Shandong University, PhD in Economics from Nankai University, post-doctorate in Finance from Beijing University. From July 1987 to June 2000, he worked as a tutor, lecturer and deputy professor at the Institute of Economics of Shandong University. Since August 2002 he has been a deputy professor at the Guanghua Management Institute of Beijing 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 have any relationship with the Company or any controlling shareholder and effective controller of the Company, and does not hold any share of the Company. He has not been penalized by the CSRC or other authorities and Stock Exchanges.

The annual remuneration for Mr. Zhang as recommended by the Board is RMB60,000. Mr. Zhang will not receive any other form of remuneration from the Company. The proposed remuneration is subject to consideration by the general meeting of the Company.

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Mr. Lu Qing, aged 40, postgraduate 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. From 1989 to 1994 he served as the chief finance officer of Shandong Provincial Metallurgical Industry Corporation, from 1994 to 1999 as the deputy manager of Shandong Yangguang Certified Public Accountants, from 1999 to 2001 as the deputy manager of Shandong Zhong Li Xin Certified Public Accountants, from 2001 to 2003 as a partner of Tianyi Certified Public Accountants. Since 2003 he has been a partner of Zhonghe Zhengxin Certified Public Accountants. In January 2002, he completed his study at the training class for independent directors of listed companies run jointly by the CSRC and Fudan University.

Mr. Lu does not have any relationship with the Company or any controlling shareholder and effective controller of the Company, and does not hold any shares in the Company. He has not been penalized by the CSRC or other authorities and Stock Exchanges.

The annual remuneration for Mr. Lu as recommended by the Board is approximately RMB60,000. Mr. Lu will not receive any other form of remuneration from the Company. The proposed remuneration is subject to consideration by the general meeting of the Company.

Mr. Zhang Rui Jia, aged 38, graduated with a bachelor’s degree in business of the University of Southern Queensland, Australia, a certified accountant in Hong Kong, Hong Kong permanent resident. He has over 13 years of experiences in banking investments in the Asia and Pacific Region. From 1992 to 1995, he served as a senior manager at Standard Chartered (Asia) Company Limited. In 1995 he served as enior manager at Standard Chartered (Australia) Company Limited. Form 1995 to 2000, he was deputy director at ABN AMRO (Asia) Limited. From 2000 to 2003 he served as a director at Softbank Finance, from 2003 to 2005 as a director at Hercules Capital Limited. Since 2005 he has been a director in business development department at Polaris Capital (Asia) and since 2003 he has been a independent non-executive director, member of the audit committee and remuneration committee of the Mei Ah Entertainment Group Limited.

Mr. Zhang does not have any relationship with the Company or any controlling shareholder and effective controller of the Company, and does not hold any share of the Company. He has not been penalized by the CSRC or other authorities and Stock Exchanges.

The annual remuneration for Mr. Zhang as recommended by the Board is approximately RMB240,000. Mr. Zhang will not receive any other form of remuneration from the Company. The proposed remuneration is subject to consideration by the general meeting of the Company.

Appendix II: Statements of the Nominators of the Independent Non-executive Directors

The Board of the Company (the “Nominator”), hereby makes a public declaration in respect of the nominations of Mr. Zhang Sheng Ping, Mr. Lu Qing, Mr. Zhang Rui Jia (the “Nominee” or “Nominees”), for appointments as independent non-executive Director of the Sixth Board. There does not exist any relationship between each of the Nominees and the Company which may affect the independence of the Nominees. The Board declares as follows:

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This nomination is made after obtaining sufficient understanding of the profession, academic qualifications, job title, detailed work experience and all part-time job status of the Nominees (please refer to Appendix I for the profiles of each Nominee). Each of the Nominees have agreed in writing to be proposed as a Nominee for the independent non-executive directors of (the Sixth) Board of the Company (please refer to Appendix III for the statements by the Nominees). The Nominator considers that each Nominee:

• I. possesses the qualifications to be a director of a listed company in accordance with the law, administrative rules and regulations and other relevant provisions;

• II. satisfies the employment requirements as stipulated in the Articles of Association of the Company;

• III. fulfills the requirement of independence imposed by the “Guidance on the Establishment of Independent Directorship System for Listed Companies” issued by the CSRC:

• Neither the Nominee, nor any of his immediate relatives or his principal associates hold any office in the Company or its subsidiaries;

• Neither the Nominee nor any of his immediate relatives are shareholders who directly or indirectly hold 1% or more of the issued shares of the Company, nor is he/she one of the ten largest shareholders of the Company;

• Neither the Nominee nor any of his immediate relatives holds any office in any entity which directly or indirectly holds 5% or more of the issued shares of the Company, nor does he/she hold any office in an entity which is one of the five largest shareholders of the Company;

• The Nominee has satisfied the three conditions mentioned above throughout the preceding year;

• The Nominee has not provided financial, legal, management consulting and technical consulting services, etc. to the Company or its subsidiaries.

• IV. The Nominee concurrently does not hold a position as independent non-executive director in more than five listed companies, including the Company.

We, the Nominator, confirm that the above declaration is true, complete and accurate in all respect and does not contain any false or misleading statement. We, the nominator, fully understand the consequences of making false declarations.

Nominator: The Board of Directors of Guangdong Kelon Electrical Holdings Company Limited

9 May 2006

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Appendix III: Statements of the Candidates for Independent Non-executive Directors

Mr. Zhang Sheng Ping, Mr. Lu Qing, Mr.Zhang Rui Jia, as the nominees for the independent nonexecutive Directors of the Sixth Board, hereby declare that “I warrant that during the period of my holding office as an independent non-executive director of the Company I will not enter into any relationship with the Company which may affect my independence. I hereby declare as follows:

1. Neither I nor any of my immediate relatives and principal associates hold any office in the Company or its subsidiaries;

2. Neither I nor any of my immediate relatives directly or indirectly hold 1% or more of the issued shares of the Company;

3. Neither I nor any of my immediate relatives are one of the ten largest shareholders of the Company;

4. Neither I nor any of my immediate relatives hold any office in any entity which directly or indirectly holds 5% or more of the issued shares of the Company;

5. Neither I nor any of my immediate relatives hold any office in an entity which is one of the five largest shareholders of the Company;

6. I have satisfied the five conditions mentioned above throughout the preceding year;

7. I have not provided financial, legal, management consulting and technical consulting services, etc. to the Company or its subsidiaries;

8. I have not received other additional and undisclosed benefits from the Company, its substantial shareholders or organizations and personnel who have an interest in the Company;

9. I satisfy the employment requirements as stipulated in the Articles of Association of the Company.

Moreover, I do not concurrently hold a position as an independent non-executive director in more than five listed companies, including the Company.

I fully understand the responsibilities of an independent non-executive director and confirm that the above declaration is true, complete and accurate in all respects and does not contain any false or misleading statement. I fully understand the consequences of making false declarations. The Shenzhen Stock Exchange may confirm my qualifications of employment and independence in accordance with this declaration. During the period of my service as an independent non-executive director of the Company, I will comply with the requirements of the law and regulations of the PRC, and the rules, regulations and notices issued by CSRC as well as the Operational Rules and other regulations issued by the Shenzhen Stock Exchange, and also ensure that I will have sufficient time and energy to perform my duties and make independent judgments without being influenced by the substantial shareholders, beneficial controller or other entities or individuals who have an interest in the Company.”

The Declarants: Mr. Zhang Sheng Ping, Mr. Lu Qing, Mr. Zhang Rui Jia

9 May 2006

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Appendix IV: Opinions of the Independent Non-executive Directors of the Company on the Nomination of Candidates for Directors by the Board of Directors of the Company

The Board has considered the “Resolution on the Nomination of Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Zhang Rui Jia as Candidates to be the Independent Non-Executive Directors of the Sixth Board of the Company” and the “Resolution on the Nomination of Mrs. Yu Shu Min, Mr. Tang Ye Guo, Mr. Xiao Jian Lin, Mr. Zhang Ming, Mr. Su Yu Tao and Mr. Lin Lan as Candidates to be the Executive Directors of the Sixth Board of the Company”. We have been provided with the relevant information by the Board. While reviewing such information, we have also made enquiries with the relevant departments and staffs of the Company on relevant issues. Pursuant to the Articles of Association of the Company and relevant requirements of the independent non-execuive directors, we hereby, based on our independent judgments, express the following independent opinions regarding the relevant issues:

It was agreed that Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Zhang Rui Jia be nominated as candidates for independent non-executive Directors of the Sixth Board, and that Mrs. Yu Shu Min, Mr. Tang Ye Guo, Mr. Xiao Jian Lin, Mr. Zhang Ming, Mr. Su Yu Tao and Mr. Lin Lan be nominated as candidates for executive Directors of the Sixth Board. The procedures in nominating the above candidates were in compliance with relevant requirements. The above candidates possess the necessary qualifications required for serving as independent non-executive directors and executive directors of a listed company and are competent for their proposed positions. The qualifications of such candidates comply with the requirements of the Company Law of the PRC and other relevant law and regulations.

Independent Non-executive Directors: Xu Xiao Lu, Li Kung Man

9 May 2006

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

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