Medlive Technology Co., Ltd. — Board/Management Information 2011

Aug 10, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should obtain independent professional advice.

If you have sold or transferred all your Shares in HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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)

(1) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice of the EGM to be held on 26 September 2011 at 9:30 a.m. at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province, the PRC, is set out on pages 7 to 9 of this circular and is also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www. kelon.com).

A proxy form for use at the EGM and a reply slip are enclosed with this circular and are also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews. hk) and the Company (http://www.kelon.com). If you are not able to attend the meeting in person, you are requested to complete and return the proxy form in accordance with the instructions printed thereon and to lodge the same with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and delivery of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) if you so wish. If you intend to attend the EGM in person or by proxy, you should also complete and return the reply slip to the Company on or before 5 September 2011 in accordance with the instructions printed thereon.

10 August 2011

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of The Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Board”	the board of directors of the Company
“Company”	Hisense Kelon Electrical Holdings Company Limited, a
	company incorporated in the PRC with limited liability,
	the shares of which are listed on the main board of the
	Hong Kong Stock Exchange and the Shenzhen Stock
	Exchange
“Director(s)”	the director(s) of the Company
“EGM”	the third 2011 extraordinary general meeting of the
	Company to be held at the conference room of the
	Company’s head office, Shunde District, Foshan City,
	Guangdong Province, the PRC on 26 September 2011 at
	9:30 a.m., to approve the resolution set out in the notice
	of the EGM on pages 7 to 9 of this circular
“Hong Kong”	Hong Kong Special Administrative Region of the
	People’s Republic of China
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on the
	Hong Kong Stock Exchange
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Mr. Wang”	Mr. Wang Xinyu, being an independent non-executive
	Director candidate for the seventh session of the Board,
	the appointment of whom is subject to the approval by
	the Shareholders at the EGM
“PRC”	the People’s Republic of China, which for the purposes
	of this circular only, excludes Hong Kong, the Macau
	Special Administrative Region of the People’s Republic
	of China and Taiwan

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DEFINITIONS

“Share(s)” share(s) of a par value of RMB1.00 each in the capital of the Company, comprising the A shares and the H shares “Shareholder(s)” holder(s) of the Shares “Shenzhen Stock Exchange” The Shenzhen Stock Exchange “RMB” Renminbi, the lawful currency of the PRC “%” per cent.

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LETTER FROM THE BOARD

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)

Directors:

Mr. Tang Ye Guo Mr. Ren Li Ren Ms. Yu Shu Min Mr. Lin Lan Ms. Liu Chun Xin

Mr. Xiao Jian Lin

Registered office: No. 8 Ronggang Road Ronggui Street Shunde District Foshan City Guangdong Province PRC

Independent non-executive Directors:

Mr. Zhang Sheng Ping Mr. Cheung Yui Kai, Warren

Mr. Wang Ai Guo

Principal place of business in Hong Kong: Room 3101-05 Singga Commercial Centre, No. 148 Connaught Road West, Hong Kong

10 August 2011

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR (2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with further information regarding the proposed resolution to be passed at the EGM in relation to the appointment of Mr. Wang as an independent non-executive director of the Company.

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LETTER FROM THE BOARD

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

As disclosed in the announcement of the Company dated 10 August 2011, the Board has nominated Mr. Wang as an independent non-executive Director candidate for the seventh session of the Board, subject to the approval of the appointment by the Shareholders at the EGM by way of ordinary resolution. If Mr. Wang is elected, his term of office will expire at the end of the seventh session of the Board.

Biography of Mr. Wang

Mr. Wang Xinyu , aged 40, graduated from the University of International Business and Economics with a bachelor degree in international finance and obtained a M.B.A from the University of Chicago Booth School of Business. He served as the director of MBK Partners from October 2005 to February 2010 and he has acted as the managing director of JP Capital Investment Limited since September 2010. He has acted as the director of Luye Pharma Group Ltd. (listed on the Singapore Stock Exchange) from August 2008 to February 2010.

Save as disclosed above, Mr. Wang has not held any directorship in any other listed companies for the past three years nor holds any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Wang does not have any relationship with any directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. During his term of office as an independent non-executive director of the Company, Mr. Wang is entitled to an annual emolument of RMB240,000 (before taxation) from the Company as the independent non-executive director. Such emolument was determined by the Remuneration & Evaluation Committee of the Board after taking into consideration of the scale of operation of the Company and the remuneration level of independent nonexecutive directors of other listed companies. Mr. Wang will stand for election as the independent non-executive director of the Company. If elected, Mr. Wang’s term of office will commence from the date of his appointment at the EGM until the expiry of the term of the seventh session of the board of directors (that is 25 June 2012). It is also intended that Mr. Wang will be appointed as member of the Audit Committee, the Nomination Committee and the Remuneration & Evaluation Committee by the board of directors of the Company after he is elected as the independent non-executive director of the Company.

Save as disclosed above, Mr. Wang confirms that there is no other matter that needs to be disclosed pursuant to Rules 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 nor any other matter that needs to be brought to the attention of the shareholders of the Company.

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LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

The EGM will be held at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China at 9:30 a.m. on 26 September 2011 at which an ordinary resolution will be proposed to approve the appointment of Mr. Wang as an independent non-executive Director, by poll. The notice convening the EGM is set out on pages 7 to 9 of this circular.

A proxy form for use at the EGM and a reply slip are enclosed with this circular and are also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.kelon.com). If you are not able to attend the meeting in person, you are requested to complete and return the proxy form in accordance with the instructions printed thereon and to lodge the same with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and delivery of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) if you so wish. If you intend to attend the EGM in person or by proxy, you should also complete and return the reply slip to the Company in person, by post or by fax on or before 5 September 2011 in accordance with the instructions printed thereon.

In accordance with Article 8.27 of the Articles of Association, a poll may be demanded in any general meeting of the Company by:

• (a) the chairman of the meeting; or

• (b) at least two Shareholders with voting rights or their proxies or

• (c) one or more Shareholder(s) (including their proxies) representing, individually or in aggregate, 10% or more of all shares carrying the voting rights at the general meeting.

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, all votes casted at the EGM must be taken by poll and it is contemplated that the chairman of the meeting will make such demand at the EGM and will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Hong Kong Listing Rules.

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LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors consider that the proposed appointment of Mr. Wang as an independent nonexecutive of the seventh session of the Board is in the interests of the Company and its Shareholders as a whole and is fair and reasonable. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant ordinary resolution to be proposed at the EGM.

Yours faithfully,

By Order of the Board of

Hisense Kelon Electrical Holdings Company Limited

Tang Ye Guo

Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Third 2011 extraordinary general meeting (the “ EGM ”) of the Company will be held at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China (the “ PRC ”) on 26 September 2011 at 9:30 a.m. to consider and, if thought fit, pass the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. To approve the appointment of Mr. Wang Xinyu Note (7) as an independent nonexecutive director of the seventh session of the board of directors of the Company and to fix the level of emoluments to be received by Mr. Wang.

By order of the Board of Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman

Foshan City, Guangdong, the PRC, 10 August 2011

As at the date of this notice, the Company’s directors are Mr. Tang Ye Guo, Mr. Ren Li Ren, Ms. Yu Shu Min, Mr. Lin Lan, Mr. Xiao Jian Lin and Ms. Liu Chun Xin and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Cheung Yui Kai, Warren and Mr. Wang Ai Guo.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (1) Holders of H shares intending to attend the EGM shall return the accompanying reply slip in writing to the registered office of the Company on or before Monday, 5 September 2011. To qualify for attendance at the EGM, all H shares transfers together with the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at Shops 17121716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 26 August 2011 for registration.

• (2) Shareholders who are entitled to attend and vote at the EGM are entitled to appoint one or more persons (whether or not a shareholder of the Company) as their proxy or proxies to attend and vote on their behalf.

• (3) Holders of domestic shares and H shares of the Company whose names appear on the register of members of the Company as at the close of business on 26 August 2011 (Friday) (including holders of H Shares of the Company who have submitted verified transfer forms on or before 26 August 2011) will be entitled to attend the EGM. The register of members of the Company will be closed from 27 August 2011 (Saturday) to 26 September 2011 (Monday) (both days inclusive).

• (4) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 24 hours before the time appointed for holding the EGM.

• (5) In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll. As such, the resolution set out in this notice will be voted on by way of poll. Voting results will be uploaded to the website of the Company at www.kelon.com and the website of The Stock Exchange of Hong Kong Limited at www. hkexnews.hk upon conclusion of the EGM.

• (6) The registered address of the Company is: No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province.

Postal code: 528303 Tel: (86) 757 2836 2570 Fax: (85) 757 2836 1055 Contact person: Ms. Li Lin

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (7) Mr. Wang Xinyu, aged 40, graduated from the University of International Business and Economics with a bachelor degree in international finance and obtained a M.B.A from the University of Chicago Booth School of Business. He served as the director of MBK Partners from October 2005 to February 2010 and he has acted as the managing director of JP Capital Investment Limited since September 2010. He has acted as the director of Luye Pharma Group Ltd. (listed on the Singapore Stock Exchange) from August 2008 to February 2010.

Save as disclosed above, Mr. Wang has not held any directorship in any other listed companies for the past three years nor holds any shares of the Company or any its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Wang does not have any relationship with any directors, senior management, or substantial or controlling shareholders of the Company or its subsidiaries. During his term of office as an independent non-executive director of the Company, Mr. Wang is entitled to an annual emolument of RMB240,000 (before taxation) from the Company as the independent non-executive director. Such emolument was determined by the Remuneration & Evaluation Committee of the Board after taking into consideration of the scale of operation of the Company and the remuneration level of independent non-executive directors of other listed companies. Mr. Wang will stand for election as the independent non-executive director of the Company. If elected, Mr. Wang’s term of office will commence from the date of his appointment at the EGM until the expiry of the term of the seventh session of the board of directors (that is 25 June 2012). It is also intended that Mr. Wang will be appointed as member of the Audit Committee, the Nomination Committee and the Remuneration & Evaluation Committee by the board of directors of the Company after he is elected as the independent non-executive director of the Company.

Save as disclosed above, Mr. Wang confirms that there is no other matter that needs to be disclosed pursuant to Rules 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 nor any other matter that needs to be brought to the attention of the shareholders of the Company.

• (8) The English version of the proposed ordinary resolution as set out in this notice is for reference only and if there is any conflict between the English and the Chinese versions, the Chinese version shall prevail.

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