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Medlive Technology Co., Ltd. Board/Management Information 2008

Dec 4, 2008

50436_rns_2008-12-04_9ba179e4-74c9-4fdc-b2a9-0ea5cb7b356d.pdf

Board/Management Information

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==> picture [460 x 40] intentionally omitted <==

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: 00921)

ANNOUNCEMENT ON RESOLUTIONS

PASSED AT THE MEETING OF THE BOARD OF DIRECTORS AND RESIGNATION OF DIRECTOR AND PROPOSED APPOINTMENT OF DIRECTOR

This announcement is made in accordance with Rules 13.09(2) and 13.51(2) of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

The sixth session of the board of directors (the “Board”) of Hisense Kelon Electrical Holdings Company Limited (the “Company”) convened its 2008 28[th] meeting (the “Meeting”) by way of written resolutions on 4 December 2008. All of the eight directors attended the Meeting. 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 considered and passed at the Meeting:

I. Resignation and nomination of directors of the Company

  1. The resignation of Mr. Wang Shi Lei as the director of the Company due to personal reason was approved with 8 affirmative votes, 0 dissenting vote and 0 abstaining vote (Note 1).

  2. The nomination of Mr. Zhou Xiao Tian as the candidate for the executive director of the Company was approved and to be proposed to the general meeting of the Company for approval, with 8 affirmative votes, 0 dissenting vote and 0 abstaining vote (please refer to Note 2 for the biography of Mr. Zhou Xiao Tian).

The independent non-executive directors of the Company have given their independent opinion and consider that the procedures for the nomination of the candidate as director have complied with the relevant regulations and that the candidate possesses the relevant qualifications to act as director (please refer to Note 3 for the opinions of the independent non-executive directors).

II. The appointment and dismissal of the management of the Company

  1. The resignation of Mr. Wang Shi Lei as the president of the Company due to personal reason was approved with 8 affirmative votes, 0 dissenting vote and 0 abstaining vote.

  2. The appointment of Mr. Zhou Xiao Tian as the president of the Company was approved with 8 affirmative votes, 0 dissenting vote and 0 abstaining vote.

  3. The dismissal of Mr. Su Yu Tao as the vice president of the Company was approved with 8 affirmative votes, 0 dissenting vote and 0 abstaining vote.

During Mr. Wang Shi Lei’s service with the Company, Mr. Wang has worked with diligence, commitment and passion, and made great contributions to the recovery and development of the Company. The Board expresses gratitude to his work. The Board also expresses gratitude to the work of Mr. Su Yu Tao during his service.

III. The 2009 First Extraordinary General Meeting of the Company was approved to be held on 4 February 2009 to appoint the new director of the Company by way of voting, with 8 affirmative votes, 0 dissenting vote and 0 abstaining vote. Further information relating to the general meeting will be provided in the notice of the general meeting to be issued by the Company on 4 December 2008.

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 of the Company.

The Company received a letter from the Stock Exchange dated 5 June 2008 agreeing that trading in the H shares of the Company be allowed to resume subject to the fulfilment of the conditions as set out in its letter to the satisfaction of the Stock Exchange prior to the resumption of trading in the H shares of the Company. Please refer to the announcement of the Company dated 6 June

2008 for details of such conditions. The Company has appointed an independent professional firm to conduct a review on the internal control system of the Company and its subsidiaries.

By order of the Board of

Hisense Kelon Electrical Holdings Company Limited

Tang Ye Guo

Chairman

Foshan City, Guangdong, the PRC, 4 December 2008

As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Ms. Yu Shu Min, Mr. Lin Lan, Ms. Liu Chun Xin and Mr. Zhang Ming; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.

Note 1: Please refer to the announcement of the Company dated 3 December 2008 for details of the resignation of Mr. Wang Shi Lei.

Note2 : Biography of Mr. Zhou Xiao Tian

Mr. Zhou Xiao Tian, aged 47, German. From 1978 to 1985, Mr. Zhou studied in the School of Energy and Power Engineering, Xi’an Jiaotong University, and obtained bachelor and master degrees. From 1989 to 1995, Mr. Zhou studied and taught in the University of Karlsruhe in Germany, and obtained a doctoral degree in engineering. From 1995 to March 2008, Mr. Zhou worked in BSH Bosch und Siemens Hausgeraete GmbH(德國博世西門子集團), and served as the engineer of refrigerant department of BSH Bosch und Siemens Hausgeraete GmbH, the department head of research and development department of refrigerator factory (Chuzhou, the PRC) of BSH Bosch und Siemens Hausgeraete GmbH, the general manager of the PRC technology center of BSH Bosch und Siemens Hausgeraete GmbH and the department manager of refrigerant department and refrigerant system department of BSH Bosch und Siemens Hausgeraete GmbH. From November 2006 to July 2008, Mr. Zhou also severed as the Secretary-General (representing Germany) of Freezer and Compressor Sub-committee (SC61C)

of the International Electrotechnical Commission (IEC). From March 2008 to date, he has served as the deputy president of the Company.

Save as disclosed above, Mr. Zhou has not held any directorship in any public listed companies in the past three years and Mr. Zhou does not hold any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Zhou does not have any relationship with any of the directors, senior management, substantial or controlling shareholders of the Company or its subsidiaries.

Mr. Zhou is to stand for election as the director of the Company. If elected, Mr. Zhou’s term of appointment will commence from the date of his appointment at the general meeting and terminate at the date of the expiration of the sixth session of the Board. If elected, Mr. Zhou will not be entitled to receive from the Company any remuneration or emoluments as the director of the Company.

Save as disclosed above, there is no other matter or information that needs to be disclosed to or brought to the attention of the shareholders of the Company in relation to Mr. Zhou’s proposed appointment pursuant to any of the requirements of 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Note 3: The Opinion of Independent Non-executive Directors Regarding the Candidate for the Director Nominated by the Board

The Board of the Company considered the resolution relating to the nomination of Mr. Zhou Xiao Tian as the candidate for the executive director of the sixth session of the Board . The Board has provided us with the relevant information and we have reviewed the relevant documents and have made queries to the relevant departments and personnel of the Company with respect to the relevant matters. In accordance with the articles of association of the Company and the relevant regulations of the independent director system, we agree to the nomination of Mr. Zhou Xiao Tian as the candidate for the executive director of the sixth session of the Board . We confirm that the procedures used to nominate the above candidates are in compliance with the relevant regulations. The candidate has the requisite qualifications to serve as the executive directors of a listed company and are in compliance with the requirements of the Company Law of the People’s Republic of China and other relevant laws and regulations.

The independent non-executive directors Zhang Sheng Ping, Lu Qing, Cheung Yui Kai, Warren.

4 December 2008