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Medlive Technology Co., Ltd. — Board/Management Information 2007
Feb 1, 2007
50436_rns_2007-02-01_7c45393b-e2ec-4669-911d-728f24ed3208.pdf
Board/Management Information
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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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)
RESOLUTIONS PASSED AT THE FIRST MEETING IN 2007 OF THE SIXTH BOARD OF DIRECTORS AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
This announcement is made in accordance with Rule 13.09(2) and Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
The sixth board of directors (the “Board”) of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) convened its first meeting (the “Meeting”) on 26 January 2007 by way of written resolutions and the notice of the Meeting was sent to all directors of the Company by way of fax and delivery in person on 15 January 2007. All of the nine directors attended the Meeting. The convening of and the voting at the Meeting were in compliance with the Company Law and the articles of associations of the Company. The following resolutions were conscientiously considered and passed at the Meeting:
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The resolution on the proposed provision of loan guarantees in an aggregate amount of up to RMB1.566 billion by the Company for its subsidiaries in respect of the grant of general credit facilities in 2007 was considered and passed with 9 affirmative votes, 0 objected votes and 0 abstained votes. It was agreed that the relevant guarantee agreements may be entered into by the chairman or the authorized representative on behalf of the Company provided that the guarantee amount shall fall within the amount approved in the shareholder’s general meeting.
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The resolution on the proposed provision of loan guarantees in an aggregate amount of up to RMB267 million by the Company for its distributors in 2007 was considered and passed with 9 affirmative votes, 0 objected votes and 0 abstained votes. It was agreed that the relevant guarantee agreements may be entered into by the chairman or the authorized representative on behalf of the Company provided that the guarantee amount shall fall within the amount approved in the shareholder’s general meeting.
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The resolution on the proposed amendments to certain articles in the articles of association of the Company was considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes:
In order to comply with the requirements of “Notice on the Regulation of External Guarantees of Listed Companies” issued by the China Securities Regulatory Commission, the Company will delete the following sentences in article 10.16 of the articles of association of the Company: “Any external guarantee provided by the Company shall either be approved by more than two thirds of all members of the board of directors or by the shareholder’s general meeting. The Company shall not directly or indirectly provide any debt guarantee to any entity with a gearing ratio of over 70%, or to any of its controlling shareholders, to other related parties in which the Company holds interests of less than
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50%, or any non-legal person entity or individual. The total amounts of external guarantees provided by the Company shall not exceed 50% of the value of the net assets in its combined accounting statements for the latest accounting year. The Company shall require the guaranteed party to provide counter-guarantee for any of its external guarantee, and the provider of such counter-guarantee shall have actual ability to assume its obligations under the counter-guarantee.”
After deleting the aforesaid sentences, article 10.16 of the articles of association of the Company shall read as follows:
“Article 10.16 In the event of disposal of assets by the board of directors, if the aggregated sum of the expected value of the fixed assets to be disposed of and the realized value of the disposed fixed assets within four months prior to such a disposal proposal exceeds 33% of the value of the fixed assets shown on the latest balance sheet reviewed in the shareholders’ general meeting, the board of directors shall not dispose of or agree to dispose of such fixed assets without obtaining an approval in the shareholders’ general meeting.
The disposal of fixed assets referred to in this article includes the transfer of certain interests of assets, but excludes the use of fixed assets as collateral for the provision of guarantees.
The validity of transactions conducted by the Company in the disposal of fixed assets shall not be affected by the breach of the first paragraph of this article.”
- The resolution on convening the 2007 second extraordinary general meeting was considered and passed, with 9 affirmative votes, 0 objected votes and 0 abstained votes:
The 2007 second extraordinary general meeting of the Company will be held at the conference room of the Company’s head office located at Shunde District, Foshan City, Guangdong Province, the People’s Republic of China on 19 March 2007. Further details of the general meeting are disclosed in the “Notice Of the 2007 Second Extraordinary General Meeting” issued by the Company on the same date.
The above resolution nos. 1 to 3 will be proposed at the 2007 second extraordinary general meeting of the Company for consideration and approval by way of special resolutions.
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 with effect from 10:00 a.m. on 16 June 2005 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. Yang Yun Duo, Mr. Wang Shi Lei, Mr. Xiao Jian Lin, and Mr. Lin Lan; 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, 31 January 2007
“Please also refer to the published version of this announcement in China Daily”
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