Medlive Technology Co., Ltd. — Capital/Financing Update 2006

Nov 27, 2006

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.

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 DISCLOSEABLE TRANSACTION

Reference is made to the announcement made by the Company in relation to the “Disposal of Assets” on 10 November 2006.

The Board is pleased to announce that on 18 November 2006, the Company entered into a Land Use Rights Transfer Agreement with the Purchaser to dispose of its interests in the Land to the Purchaser for a consideration of RMB127,207,347.72 at approximately RMB954.0499 for each sq.m.

Since the consideration ratio of the Land Disposal is more than 5% but less than 25 % and each of the other applicable percentage ratios as defined in Chapter 14 of the Listing Rules is less than 25%, the Land Disposal constitutes a discloseable transaction of the Company which is subject to the notification and announcement requirements under Rules 14.34 to 14.39 of the Listing Rules.

A circular containing, among other things, details of the Land Use Rights Transfer Agreement will be despatched to the shareholders of the Company as soon as practicable.

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THE LAND USE RIGHTS TRANSFER AGREEMENT

The Board is pleased to announce that on 18 November 2006, the Company entered into a Land Use Rights Transfer Agreement with the Purchaser to dispose of its interests in the Land to the Purchaser for a consideration of RMB127,207,347.72.

Date

18 November 2006

Parties

• (1) The Company, as the vendor; and

• (2) the Purchaser, as the purchaser

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Purchaser and the ultimate beneficial owner of the Purchaser are third parties independent of the Company and connected parties (as defined in the Listing Rules) of the Company.

Interest to be transferred

Pursuant to the Land Use Rights Transfer Agreement, the Company has agreed to sell and the Purchaser has agreed to acquire the land use rights of the Land.

Consideration

The consideration for the Land Disposal is RMB127,207,347.72 (at approximately RMB954.0499 for each sq.m.) and is payable by the Purchaser in the following manners:

• (1) The sum of RMB15,000,000 was paid by the Purchaser to the Company as deposit on the date of signing of the Land Use Rights Transfer Agreement, i.e. 18 November 2006;

• (2) The sum of RMB86,765,878.18 to be paid by the Purchaser to the Company within 30 days from the date of signing of the Land Use Rights Transfer Agreement, i.e. on or before 18 December 2006; and

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• (3) The sum of RMB25,441,469.54 to be paid by the Purchaser to the Company on the date for the completion for the transfer of the land use rights of the Land.

The Land Disposal is carried out by way of public auction conducted by the Company at a bottom price of RMB90,670,000, being the appraised value of the Land appraised by Guangdong Xin De Real Estate and Land Assets Appraisal Co., Ltd on 27 September 2006. The Purchaser was the highest bidder in the public auction of the Land.

The Land was mortgaged to Bank of China Foshan Branch and Bank of China Foshan Shunde Ronggui Sub-branch and the Land Disposal is subject to the consent of the mortgagee of the Land. The Company is in the course of obtaining consent from the mortgagee.

INFORMATION OF THE LAND

The Land has a total area of 133,334.05m[2] and is located at East of Waihuan Road, Ronggui Gaoli Community Residents’ Committee, Shunde District, Fosan District, the People’s Republic of China （佛山 市順德區容桂高黎社區居委會外環路以東）(document no. Shun Fu Guo Yong (2004) No. 1001950). The land was acquired by the Company in 2002. The residual term of use of the Land is 66 years and three months. The Land is for residential use and it has always been left vacant by the Company. Since the Land has always been left vacant by the Company, no net profit (both before and after taxation and extraordinary items) was attributable to the Land for the two financial years immediately preceding the Land Disposal. The Company may have incurred maintenance costs and management fees for the maintenance of the Land for the financial years ended 2004 and 2005. The Company will make further disclosure in respect thereof in the circular to be despatched to the Shareholders.

The Land was appraised by Guangdong Xin De Real Estate and Land Assets Appraisal Co., Ltd on 27 September 2006 with a value of RMB90,670,000. As at 31 July 2006, its total book value was RMB89,744,151.79 and its net book value was RMB81,259,825.3. The base land premium adjustment approach and the residual approach were adopted in appraising the Land.

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When compared the net book value of the Land as at 31 July 2006, i.e. RMB81,259,825.3, with the consideration for the Land Disposal, i.e. RMB127,207,347.7, there is a premium of value of RMB45,947,522.42. After the payment of relevant taxes of the Land Disposal by the Company, the Company is expected to obtain a gain for the Land Disposal in the approximate sum of RMB36,000,000.00.

REASONS FOR AND BENEFITS OF THE LAND USE RIGHTS TRANSFER AGREEMENT

The Company is principally engaged in the manufacture and sales of refrigerators and air-conditioners. The Land has always been left vacant and is a non-core asset of the Company. The Land Disposal is an initiative by the Company to dispose of its non-core assets and enhance its assets structure, which will facilitate the optimal utilization of the assets of the Company.

The majority, i.e. more than 50%, of the proceeds from the Land Disposal will be used for the repayment of part of the bank loans of the Company and the remaining proceeds will be used as working capital for the Company’s production operation. However, the actual proportion of the application of the proceeds on repayment of bank loans and working capital of the Company will depend on the actual financial and operational conditions of the Company when the proceeds are received by the Company. It will help to lower the gearing ratio of the Company and further improve the operating conditions of the Company.

The Directors consider that the Land Disposal complies with the interest of the Company and the Shareholders as a whole and the terms and conditions in the Land Use Rights Transfer Agreement are fair and reasonable.

INFORMATION RELATING TO THE COMPANY

The Company is principally engaged in the manufacture and sales of refrigerators and air-conditioners.

INFORMATION RELATING TO THE PURCHASER

The Company is incorporated in the PRC with limited liability and is principally engaged in property management and real estate businesses.

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DISCLOSEABLE TRANSACTION

Since the consideration ratio of the Land Disposal is more than 5% but less than 25% and each of the other applicable percentage ratios as defined in Chapter 14 of the Listing Rules is less than 25%, the Land Disposal constitutes a discloseable transaction of the Company which is subject to the notification and announcement requirements under Rules 14.34 to 14.39 of the Listing Rules.

A circular containing, among other things, details of the Land Use Rights Transfer Agreement will be despatched to the shareholders of the Company as soon as practicable.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

• “A Shares”

Domestic ordinary Shares of the Company with a nominal value of RMB1.00 each and are listed on the Shenzhen Stock Exchange

• “Board”

The board of Directors

• “Company”

Guangdong Kelon Electrical Holdings Company Limited, a company incorporated in the PRC with limited liability and listed on the main board of the Stock Exchange and Shenzhen Stock Exchange

• “H Shares”

Overseas listed foreign shares of the Company with a nominal value of RMB1.00 each and are listed on the Stock Exchange

• “Hong Kong”

The Hong Kong Special Administrative Region of the PRC

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“Land”

A piece of land located at East of Waihuan Road, Ronggui Gaoli Community Residents’ Committee, Shunde District, Foshan District, the P e o p l e ’ s R e p u b l i c o f C h i n a （佛山市順德區容桂高黎社區居 委會外環路以東）with an area of 133,334.05 m[2] (document no. Shun Fu Guo Yong (2004) No. 1001950)

“Land Disposal”

The disposal of the land use rights of the Land from the Company to the Purchaser pursuant to the Land Use Rights Transfer Agreement

“Land Use Rights T h e l a n d u s e r i g h t t r a n s f e r Transfer Agreement” agreement dated 18 November 2006 entered between the Company and the Purchaser to transfer the land use rights of the Land

“Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange

• “PRC”

The People’s Republic of China

“Purchaser” 佛山市順德區兆創房產有限公司 (Foshan City Shunde District Zhao Chuang Real Estate Limited), a company incorporated in the PRC with limited liability

“RMB” Renminbi yuan, the lawful currency of the PRC

• “Share(s)”

Share(s) of RMB1.00 each in the capital of the Company, comprising the A Shares and the H Shares

• “Shareholder(s)”

“Stock Exchange”

Holders of the Shares The Stock Exchange of Hong Kong Limited

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“Subsidiary” or H a s t h e m e a n i n g d e f i n e d i n “Subsidiaries” sections 2 and 2B of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong)

“%” Per cent.

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 pending the release of an announcement in relation to price sensitive information. Subject to the further announcements 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 the H shares of the Company will remain suspended 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. 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, 24 November 2006

“Please also refer to the published version of this announcement in China Daily”

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