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Medlive Technology Co., Ltd. Board/Management Information 2007

Dec 30, 2007

50436_rns_2007-12-30_f9465a9f-59a2-43a4-b959-20f3fe2dd5fa.pdf

Board/Management Information

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HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED

海信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 22ND MEETING OF 2007 OF THE SIXTH BOARD OF DIRECTORS

This announcement is made pursuant to R13.09(1) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

The sixth board of directors (the “Board”) of Hisense Kelon Electrical Holdings Company Limited (the “Company”) convened its 22nd meeting of 2007 (the “Meeting”) at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province on 28 December 2007. All of the nine directors of the Company attended the Meeting. Six directors of the Company, namely Mr. Tang Ye Guo, Mr. Yang Yun Duo, Mr. Wang Shi Lei, Ms. Yu Shu Min, Mr. Lin Lan and Ms. Liu Chun Xin abstained to vote the following Resolutions 1 to 3 and 5 due to their offices in Qingdao Hisense Air-conditioning Company Limited (“Hisense Air-conditioning ”) and its associates. 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 conscientiously considered and passed at the Meeting:

I. The Resolution on the Scheme of the Acquisition of Assets through allotment and Issue of New Shares (refer to Placing of Shares (A Shares) by Hisense Kelon Electrical Holdings Company Limited to Selected Entities for the Purchase of Assets and Connected Transaction Report (Draft) for details) was passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes:

  • ( 1) The method of issue, placing of shares, was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes.

  • (2) The type of shares in issue, ordinary shares (A shares) of Renminbi, was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes.

  • (3) The nominal value of shares, Renminbi 1.00 per share, was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes.

  • (4) The size of the issue, 364,097,421 shares, was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes.

  • (5) The target subsidiaries, Qingdao Hisense Air-conditioning Company Limited, was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes.

  • (6) The issue price, Renminbi 6.98 per share, was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes.

  • (7) The lock up arrangement was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes: For the shares issued in the placing, the shares subscribed by Hisense Air-conditioning should not be transferable within 36 months upon completion of the issue.

  • (8) The validity of the resolutions was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes: one year commencing from the date of resolution at the general meeting.

  • (9) The profit distribution on the unallocated profit before the issue was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes: the unallocated profit of the Company before the issue will be shared by both the new and the existing shareholders.

II. The Resolution on Qingdao Hisense Air-conditioning Company Limited waiving from proposing general offer to all shareholders in accordance with the relevant requirements and requests of Mainland China and Hong Kong (offer whitewash waive) was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes.

III. The Resolution on the Business Co-operation Framework Agreement II and the proposed continuing conneted transactions thereunder was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes.

The transaction is entered into in the ordinary course of business and under normal commercial terms.

IV. The Resolution on the Proposed Amendments to Certain Articles in the Articles of Association of the Company (passed at the annual general meeting held on 18 June 2007) was considered and passed with 9 affirmative votes, 0 objecting votes and 0 abstaining votes.

V. The Resolution on the Proposed authorization by the general meeting to the board of directors to deal with at its discretion the matters concerning the non-public allotment and issue of shares was considered and passed with 3 affirmative votes, 0 objecting votes and 0 abstaining votes:

According to the proposed authorization by the general meeting, all matters concerning the non-public allotment and issue of shares to be dealt with discretionarily by the board of directors within the relevant scope of laws and regulations including, but not limitedb to:

(a) to formulate and implement the proposal for the allotment and issue of Consideration Shares

in accordance with the proposal approved by the Shareholders at the EGM, including but not

limited to fixing the timetable for the allotment and issue of Consideration Shares;

(b) to revise the proposal for the allotment and issue of Consideration Shares for the purposes of

complying with the relevant laws and regulations and the requirements of the relevant securities regulatory authorities in Hong Kong and the PRC;

(c) to handle all matters in relation to the listing of the Consideration Shares on the Shenzhen

Stock Exchange;

  • (d) to handle all matters in connection with the Acquisition; and

(e) such authorisation will be valid for 12 months following the approval by the Shareholders at the general meeting of the Company.”

VI. The Resolution on Convening the 1st Extraordinary General Meeting of 2008, the 1st Extraordinary General Meeting of 2008 for Domestic Shares and the 1st Extraordinary General Meeting of 2008 for Foreign Shares listed Overseas was considered and passed with 9 affirmative votes, 0 objecting votes and 0 abstaining votes.

It is decided that the Company will hold its 1st extraordinary general meeting of 2008,the1st extraordinary general meeting of 2008 for domestic shares and 1st extraordinary general meeting of 2008 for foreign shares listed overseas in the conference room of the head office, Shunde District, Foshan City, Guangdong Province on 15 February 2008. For details of the above general meetings above, please refer to the Notice of the 1st Extraordinary General Meeting of 2008 and the 1st Extraordinary General Meeting of 2008 for Domestic Shares to be issued by the Company on the same day.

Resolutions 1 to 5 above will be proposed at the Company’s 1st extraordinary general meeting of 2008 for consideration and passing, among which resolutions 1 and 4 will be passed by way of special resolution. Resolution 1 will also be proposed at the Company’s 1st extraordinary general meeting of 2008 for domestic shares and the 1st extraordinary general meeting of 2008 for shares listed overseas for consideration and passing.

Suspension of Trading in the H shares of the Company

At the request of the Company, trading in the H Shares of the Company was suspended from 28 April 2005 to 10 May 2005, and has remained suspended since 10:00 a.m. on 16 June 2005, initially following various press releases regarding the investigation by the China Securities and Regulatory Commission on Greencool Technology Holdings Limited in connection with the possible misappropriation of funds of the Company. Greencool Technology Holdings Limited was then an indirect shareholder of the Company controlled by Mr. Gu Chu Jun, who was the then executive director and chairman of the Company and the controlling shareholder of Guangdong Greencool Enterprise Development Company Limited, the then single largest shareholder of the Company.

The Company is currently reviewing the relevant documents in relation to the suspension of H Shares, the events leading to such suspension and the actions taken by the Company and will submit a resumption proposal to the Stock Exchange as soon as practicable.

By order of the Board of

Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman

As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Mr Yang Yun Duo, Mr Wang Shi Lei, Ms. Yu Shu Min,Mr. Lin Lan and Ms. Liu Chun Xin; 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, 28 December 2007

Proposal on Amendments to Certain Clauses of the Articles of Association (Approved at the 2006 Annual General Meeting Held on 18[th] June 2007)

  • 1 The original Clauses 2.2:

The Business Scope of the Company:

Article 2.2 of the Articles of Association shall be amended from “The scopes of operation of the

Company: development and manufacture of domestic appliances such as refrigerators, domestic and overseas sales of products and provision of after-sale services, transportation of self-operated products.The scopes of operation of the Company are in accordance with the scopes of operation approved by the industry, commerce and administrative authorities. The Company may adjust the scopes and the ways of operation and establish branch institutions in response to changes in market conditions and its own needs of operation under approval from the review and approval authorities from time to time.”

Clauses 2.2 The Business Scope of the Company:

“The scopes of operation of the Company: development and manufacture of domestic appliances such as refrigerators, air-conditioners, freezers and washing machines, domestic and overseas sales of products and provision of after-sale services, transportation of self-operated products.The scopes of operation of the Company are in accordance with the scopes of operation approved by the industry, commerce and administrative authorities. The Company may adjust the scopes and the ways of operation and establish branch institutions in response to changes in market conditions and its own needs of operation under approval from the review and approval authorities from timeto time.”

The original Clauses 3.5:

“The total number of ordinary shares issued by the Company was approximately 992,006,563 shares, of which overseas listed foreign shares accounted for 459,589,808 shares, representing 46.33% of the total share capital while domestically-listed domestic shares accounted for 532,416,755 shares, representing 53.67% of the total share capital.”

is now revised as:

Clauses 3.5 “The total number of ordinary shares issued by the Company was approximately 1,356,103,984 shares, of which overseas listed foreign shares accounted for 459,589,808 shares,

representing 33.89% of the total share capital while domestically-listed domestic shares accounted for 896,514,176 shares, representing 66.11% of the total share capital.”

Delete the original Clause 3.8 and make corresponding changes of the serial number of Clause 3.9 to Clause 3.13.

The original Clause 3.8 After the issuance of A shares, the aggregate paid-in share capital of the Company is 992,006,563 shares, and the registered capital of the Company is RMB992,006,563, which is divided into the same number of shares of RMB1.0 each at par.

Add a new clause as Clause 7.8:

Clause 7.8 “The directors, supervisors and senior managements of the Company have the obligation to protect the capital of the Company from being embezzled by the controlling shareholder or the beneficial controller. In the case of directors and senior managements of the Company assisting or conniving the controlling shareholder or its subsidiaries in misappropriating the assets of the Company, the board of directors of the Company shall inflict punishment on the directly responsible persons and remove the directors with significant responsibilities. In the case of the controlling shareholder or beneficial controller of the

Company misappropriating the assets of the Company, including but not limited to, the capital of a listing company, the board of directors of the Company shall immediately apply to the People’s Court in the name of the Company to legally freeze the assets of the Company embezzled and the shares of the Company held by the controlling shareholder or beneficial controller. For any misappropriated assets of the Company that cannot be restored to the original form or repaid in cash by the controlling shareholder or beneficial controller, the board of directors of the Company shall restitute the misappropriated assets of the Company by realizing the shares of the Company held by the controlling shareholder or beneficial controller in accordance with the provisions and procedures of the relevant laws, rules and regulations.”

The original Clause 7.8 is hereby renumbered as Clause 7.9 and revised as:

Clause 7.9 “The controlling shareholder set out in Articles 7.6, 7.7 and 7.8 of the Articles of Associations refer to persons meeting one of the following criteria:

(1) shareholders whose shareholding account for more than fifty percent of the entire share capital of the Company;

(2) shareholders whose shareholding account for less than fifty percent but the voting rights entitled by the shares held are sufficient to cause significant influence to the resolutions of

shareholders’meetings and general meetings.”

The original Clauses 7.9 is hereby renumbered as Clause 7.10.

The original Clauses 10.3:

Clauses 10.3 “Both the board of directors and the supervisory committee of the Company are entitled to propose resolutions at general meetings to nominate candidates for directorship or to change directors of the Company. In addition, shareholders holding or aggregately holding more than five percent of the total number of issued shares with voting rights are entitled to propose resolutions at general meetings to change directors of the Company. However, when nominating the directorship candidates, the maximum number of nominees shall be determined in accordance with the ratio of one directorship candidate for every five percent of the total number of shares with voting rights (the remaining balance not making up to five percent will be ignored and not taken into account). The written notice of the intention to propose directorship candidates and the statement of acceptance of nomination by the nominees

shall not be delivered to the board of directors of the Company before the day following the despatch of the notice of general meeting for the directors election, and shall not be later than seven days before the holding of the general meeting. The resolutions related to the nomination of directorship candidates and change of directors shall be subject to the provisions of these Articles of Association.”

is now revised as:

Clauses 10.3 “Both the board of directors and the supervisory committee of the Company are entitled to propose resolutions at general meetings to nominate candidates for directorship or to change directors of the Company. In addition, shareholders holding or aggregately holding more

than three percent of the total number of issued shares with voting rights are entitled to propose resolutions at general meetings to change directors of the Company. However, when nominating the directorship candidates, the maximum number of nominees shall be determined in accordance with the ratio of one directorship candidate for every three percent of the total number of shares with voting rights (the remaining balance not making up to three percent will be ignored and not taken into account). The written notice of the intention to propose directorship candidates and the statement of acceptance of nomination by the nominees shall not be delivered to the board of directors of the Company before the day following the

despatch of the notice of general meeting for the directors election, and shall not be later than seven days before the holding of the general meeting. The resolutions related to the nomination of directorship candidates and change of directors shall be subject to the provisions of these Articles of Association.”

The revision of the above clauses of the Articles of Association is subject to the approval of the general meeting.