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Medlive Technology Co., Ltd. Capital/Financing Update 2009

Feb 5, 2009

50436_rns_2009-02-05_7f6bf065-f3dc-4973-ad6d-50dad61ff5b5.pdf

Capital/Financing Update

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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 document, 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 document.

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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 ON

GUARANTEES TO DISTRIBUTORS IN YEAR 2009

This announcement is made by Hisense Kelon Electrical Holdings Company Limited (the “Company”) in accordance with Rule 13.09(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

In view of the needs for business development, the Company proposes to provide the loan guarantees in the aggregate amount of RMB85 million in favour of four distributors without counter-guarantees in the year 2009, representing 13.74% of the latest audited net assets of the Company. Details of such guarantees are set out as follows:

I. Details of Guarantees to Distributors:

No. Name of Distributors to be
Guaranteed
Limit of Guarantee
(RMB’0000)
1 Beijing
Risheng
Changsheng
Refrigeration Equipment Co.,Ltd.
1,500
2 Fujian Kelon Air-Conditioner Sales 2,000

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Co.,Ltd.
3 Guangzhou Yingshun Trading Co.,
Ltd.
2,500
4 Guangzhou
Zhicheng
Trading
Development Co.,Ltd.
2,500

The guarantee amounts set out in the table above can be used on a revolving bases during the year 2009 (i.e.,from 1 January to 31 December 2009) from the date of approval by the shareholders at the general meeting of the Company.

II. Information Relating to the Distributors to be Guaranteed

  1. Beijing Risheng Changsheng Refrigeration Equipment Co., Ltd. (“Beijing Risheng”) was established on 10 March 2003 with its registered address at Room 5C01B, 28 Kangzhuang Road, Huangcun Town, Daxing District, Beijing and its legal representative being Ma Lian Hui. The registered capital of Beijing Risheng amounted to RMB5.18 million with its shares being held by Ma Lian Hui and Lan Xiao Hong as to 70% and 30%, respectively. Beijing Risheng is primarily engaged in the businesses relating to refrigeration equipment, general merchandises, metal, electrical and chemical products;

  2. Fujian Kelon Air-Conditioner Sales Co., Ltd. (“Fujian Kelon”) was established on 27 September 2007 with its registered address at 6/F, Quanzhou Modern Furniture Enterprise Co., Ltd., Nanjian Industrial Estate, Middle Section of Quanxiu Road, Quanzhou and its legal representative being Zheng Guo Wei. The registered capital of Fujian Kelon amounted to RMB5 million with its shares being held by Quanzhou Xinyixing Refrigeration Trading Co., Ltd., Quanzhou Quanxiu Jianan Engineering Co., Ltd., the Company and Fang Hong Xi as to 63%, 30%, 2% and 5%, respectively. Fujian Kelon is primarily engaged in the wholesale and retail sale of refrigeration equipments, household appliances and other mechanical and electrical products, and exclusive sale of Kelon branded air-conditioners;

  3. Guangzhou Yingshun Trading Co., Ltd. (“Guangzhou Yingshun”) was established on 18 October 2006 with its registered address at Unit 2, 1/F, End of Jinye Road, Chenchong Comprehensive Development Zone, Qiaonan Street, Shiqiao, Panyu

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District, Guangzhou, Guangdong Province and its legal representative being: Deng Li Na. The registered capital of Guangzhou Yingshun amounted to RMB500,000 with 100% of its shares being held by Deng Li Na. Guangzhou Yingshun is primarily engaged in the wholesale and retail trading, installation and repair of air-conditioners;

  1. Guangzhou Zhicheng Trading Development Co., Ltd. (“Guangzhou Zhicheng”) was established on 1 August 2006 with its registered address located next to Adult School, Guanghu Road (Xintang Road), Xintang Town, Zengcheng City and its legal representative being Wang Zhi Cheng. The registered capital of Guangzhou Zhicheng amounted to RMB1 million with 100% of its shares being held by Mr. Wang Zhi Cheng. Guangzhou Zhicheng is primarily engaged in the trading of household appliances and provision of after-sale services.

The audited major financial information of the distributors guaranteed as at 31 December 2007 is set out as follows: (Unit: RMB’0000, the figures of revenue and profit are those for the year 2007):

Name
of
Company
Total Assets Net Assets Revenue
from
Principal
Operations
Total
Profit
Net Profit
Beijing
Risheng
1,320 640 2,869 57 42
Fujian
Kelon
1,286 500 218 26 26
Guangzhou
Yingshun
1,534 1,208 1,296 132 112
Guangzhou
Zhicheng
6,795 4,270 16,166 678 455

The unaudited major financial information of the distributors guaranteed as at 30 September 2008 is set out as follows: (Unit: RMB’0000, the figures of revenue and profit are those for the first three quarters of 2008):

Name
of
Company
Total Assets Net Assets Revenue
from
Principal
Total Profit Net Profit

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Operations
Beijing
Risheng
1,500 1,000 3,000 63 47
Fujian Kelon 3,876 132 4,495 -358 -358
Guangzhou
Yingshun
2,088 1,496 1,485 121 98
Guangzhou
Zhicheng
5,629 4,634 11,607 484 363

III. Signing and Performance of Guarantee Agreements

The above guarantee agreements have not been entered into yet and the major contents of such agreements are to be agreed by the Company, the relevant distributors and the banks after negotiations.

IV. Opinion of the Board of Directors on the Above Guarantees

The above-mentioned distributors are the major customers of the Company and are not the connected persons of the Company. The provision of guarantees to the distributors is favourable to the business development of the Company, and in the interest of the Company as a whole. Also, after taking the profitability and solvency of the related distributors into consideration, it is considered that the operations of the related distributors are stable with sound assets quality and strong ability to perform contracts and agreements so that their ability of repayment of loans is assured. The board of directors of the Company is of the view that the risks relating to the provision of the guarantees are under control.

V. The resolutions in respect of the proposed provision of guarantees to the relevant distributors of the Company were passed at the fourth meeting of the Company’s sixth session of the board of directors in the year 2009. Nine of the nine eligible directors attended the meeting. The convening of and the voting at the meeting are in compliance with the relevant provisions of the Company Law and the articles of association of the Company. The resolutions were passed with 9 affirmative votes, 0 against vote and 0 abstention vote after consideration. Since the total amount of the proposed guarantees exceeds 10% of the absolute net assets value in the latest

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audited accounts of the Company, the guarantees are subject to the consideration and approval by the shareholders at the general meeting.

VI. Accumulative Amounts of External Guarantees and Overdue Guarantees

At present, the accumulative amount of the external guarantees of the Company and its subsidiaries was RMB923,527,300, representing 149.32% of the absolute net assets value in the latest audited accounts of the Company. No guarantee was overdue or related to litigation.

VII. Other Explanations

The term “revolving” used in this announcement means: the above-listed guarantees could be provided at any time during the guarantee period by the guarantors to the guaranteed, provided that the guarantees to be provided shall be in the amount equal to or less than the maximum amount of the guarantees specified above.

VIII. Documents for Inspection

  1. Resolutions of the board of directors.

By order of the Board of

Hisense Kelon Electrical Holdings Company Limited

Tang Ye Guo

Chairman

As at the date of this announcement, the Company’s directors 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 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, 5 February 2009.

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