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Medlive Technology Co., Ltd. — Capital/Financing Update 2006
Dec 29, 2006
50436_rns_2006-12-29_7d174082-5d10-4f33-9348-9fb1be524c28.pdf
Capital/Financing Update
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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)
ANNOUNCEMENT IN RELATION TO THE AMENDED SHARE REFORM PROPOSAL
Reference is made to the Company’s announcement in relation to the Share Reform Proposal dated 19 December, 2006.
The Board hereby, on behalf of Hisense Air-Conditioning, a holder of non-freely transferable shares of the Company, announces the Amended Share Reform Proposal.
This announcement is made pursuant to Rule 13.09(2) of the Listing Rules.
This announcement is made with reference to the announcement in relation to the Share Reform Proposal of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) dated 19 December, 2006 (the “Announcement”) and is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). Unless otherwise specified, terms and expressions used in this announcement shall have the same meaning as those specified in the Announcement.
The Board hereby, on behalf of Hisense Air-Conditioning, announces the following amendments to the Share Reform Proposal (as contained in the Announcement):
1. AMENDMENTS TO THE SHARE REFORM PROPOSAL
- (1) After negotiations with the Holders of Listed A Shares of the Company, a holder of non-freely transferable shares of the Company, Hisense Air-Conditioning, proposes to amend the Share Reform Proposal (the “Amended Share Reform Proposal”). Hisense Air-Conditioning, will offer 1.2 shares instead of 1 share to the Holders of Listed A Shares whose names appear on the register of members kept by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited as at the close of business on the Record Date for every ten A Shares held by such Holders of Listed A Shares. In addition, given that there is no change to other undertakings, the controlling shareholder of the Company, Hisense Air-Conditioning, provided another special undertaking on the moratorium on the sale of shares. Hisense Air-Conditioning undertakes not to list and trade the original nonfreely transferable shares of the Company within 36 months from the date of completion of the Share Reform Proposal.
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- (2) The shareholding structure of the Company immediately after implementation of the Amended Share Reform Proposal is set out below:
| Immediately before the implementation | Immediately before the implementation | Immediately before the implementation | Immediately after the implementation | Immediately after the implementation | Immediately after the implementation |
|---|---|---|---|---|---|
| of the Amended | Share Reform | Proposal | of the Amended | Share Reform | Proposal |
| Number of | % of issued | Number of | % of issued | ||
| **shares ** | share capital | **shares ** | share capital | ||
| 1. Non-freely | 337,915,755 | 34.06 | 1. Shares that are subject | 314,575,635 | 31.71 |
| transferable Shares | to selling restrictions | ||||
| 2. Listed shares | 654,090,808 | 65.94 | 2. Listed shares | 677,430,928 | 68.29 |
| – A Shares | 194,501,000 | 19.61 | – A Shares | 217,841,120 | 21.96 |
| – H Shares | 459,589,808 | 46.33 | – H Shares | 459,589,808 | 46.33 |
| 3. Total | 992,006,563 | 100 | 3. Total | 992,006,563 | 100 |
2. OPINIONS OF THE SPONSOR, INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY AND THE PRC LEGAL ADVISER
Shenyin & Wanguo Securities Co Ltd, the sponsor of the Share Reform Proposal, and the independent non-executive directors of the Company (in accordance with the requirements of the relevant laws and regulations of the PRC) consider that the Amended Share Reform Proposal is in compliance with prevailing laws, regulations and rules of the PRC, and the legal rights of the holders of A Shares of the Company are protected. Tang Law Group, the legal adviser to the Company in relation to the Share Reform Proposal, confirms the legality of the Amended Share Reform Proposal in accordance with prevailing laws of the PRC.
Save as disclosed above, other information contained in the Announcement remains unchanged.
3. RESUMPTION AND SUSPENSION OF TRADING IN A SHARES
In the Announcement, it was announced that trading of the listed A shares of the Company will be resumed no later than 4 January 2007. However, the Company will convene its first extraordinary general meeting in 2007 on 4 January 2007. Pursuant to the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange, trading of listed A shares of the Company shall be suspended on the day of the general meeting. Therefore, trading of the listed A shares of the Company will be resumed on 5 January 2007. The Company will apply for a further suspension of trading in the A Shares on the Shenzhen Stock Exchange with effect from the trading day immediately following the Record Date of the Relevant A Shareholders’ Meeting. Resumption of trading in the A Shares is expected to be on the first trading day immediately after implementation of the Amended Share Reform Proposal.
The details of the Amended Share Reform Proposal and all the relevant documents regarding the Share Reform Proposal required to be disclosed according to the requirements of the Rules Governing the Listing of Stocks on Shenzhen Stock Exchange are available at www.cninfo.com.cn.
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Suspension of Trading in H Shares
At the request of the Company, trading in 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. Subject to the publication of a further announcement in relation to, amongst others, the financial, production and trading position of the Company, and the satisfaction by the Stock Exchange of the adequacy of the internal control measures of the Company, trading in H shares of the Company will remain suspended until further notice.
By Order of the Board 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. 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, 28 December, 2006
“Please also refer to the published version of this announcement in China Daily”
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