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Medlive Technology Co., Ltd. — Board/Management Information 2010
Mar 23, 2010
50436_rns_2010-03-23_78524d2d-16d9-436e-9d2d-f087575a1c28.pdf
Board/Management Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim 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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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
This announcement is made pursuant to Rule 13.09(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Ⅰ . Resolution passed at the third extraordinary meeting of 2010 (the “Meeting”) of the seventh session of the board of directors (the “Board”)
The seventh session of the Board of Hisense Kelon Electrical Holdings Company Limited (the “Company”) convened its third extraordinary meeting of 2010 by way of written resolutions on 23 March 2010. Nine out of the nine directors who should attend the Meeting had attended. The convening of and the voting at the Meeting were in compliance with the relevant requirements of the Company Law and the articles of association of the Company. After careful consideration by the directors present, the following resolutions were passed at the meeting:
The “Resolution on authorizing the management to dispose of part of the shares in Huayi Compressor held by the Company” was considered and approved
The Company holds a total of 59,280,000 A shares in Huayi Compressor Company Limited (“Huayi Compressor”), accounting for 18.26% of its total share capital, which have now all been released from the selling moratorium. In order to better leverage on the shares in Huayi Compressor held by the Company, the board of directors authorises the management to dispose the Company’s shareholding in Huayi Compressor at a suitable time and within a reasonable price range to supplement the Company’s need for cash flow during the course of its normal production and operational activities and at the same time to generate better returns for the Company. Details of the authorization are set out as follows:
ⅰ. Commencement of the authorisation for the management to dispose the shares: from the date of the approval of the resolution by the Board ;
ⅱ. Range of the selling price: a reasonable price range to be decided in accordance with the market conditions;
ⅲ.Selling quantity: not more than 6 million shares in tranches or on a one-off basis.
During the process of disposing the Company’s shareholding in Huayi Compressor, the Company will strictly comply with the relevant provisions and requirements of Guiding Opinions on the Listed Companies’ Transfer of Original Shares Released from Trading Restrictions, the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and timely comply with its obligations in information disclosure. Should there be matters that warrant the submission to the general meeting of the Company for consideration and approval under the provisions and requirements of the relevant rules during the process of the disposal, the Company will timely perform the corresponding procedures of consideration and approval.
Voting results: 9 for votes, 0 against votes and 0 abstain votes.
Ⅱ . Independent opinion of the independent non-executive directors on the issue considered at the third extraordinary meeting of 2010 of the seventh session of the Board
Pursuant to the requirements of the Guiding Opinions on Establishing an Independent Director System in Listed Companies issued by the China Securities Regulatory Commission and the articles of association of the Company, the independent non-executive directors of the Company hereby issue their independent opinion on the issue of authorizing the management to dispose part of the Company’s shareholding in Huayi Compressor which was considered at the third extraordinary meeting of 2010 of the seventh session Board based on independent judgment as follows:
The authorization by the Board for the Company’s management to dispose the abovementioned shares in Huayi Compressor at a suitable time and at a reasonable price range will supplement the Company’s need for cash flow during the course of its normal production and operational activities, and at the same time generate better returns for the Company. The move is beneficial to the development of the Company. We concur with the voting results of the Board.
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By order of the board of directors Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman
Foshan City, Guangdong, the PRC, 23 March 2010
As at the date of this announcement, the directors of the Company are Mr. Tang Ye Guo, Mr. Zhou Xiao Tian, Ms. Yu Shu Min, Mr. Lin Lan, Ms. Liu Chun Xin and Mr. Zhang Ming; and the independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.
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