Medlive Technology Co., Ltd. — Capital/Financing Update 2011

Nov 29, 2011

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 on External Guarantees

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”).

Based on the capital requirements for production and trading as well as the needs for business development of the Company and its subsidiaries, the Company proposes to provide guarantees amounting to RMB1.98 billion for its subsidiaries for the years 2012-2013; the subsidiaries of the Company propose to provide guarantees amounting to RMB1.1 billion for the Company for the years 2012-2013; and the subsidiaries of the Company propose to provide mutual guarantees amounting to RMB680 million for the years 2012-2013. In addition, the Company proposes to provide guarantees amounting to RMB120 million to certain distributors for the years 2012-2013. The particulars of the guarantees are set forth as follows:

I. Summary of guarantees

(I) Guarantees proposed to be provided by the Company for its subsidiaries

No.	Name of party for which guarantee will be provided	Percentage of shareholdi ng	Amount of guarantee (RMB’0000)	Percentage of amount of guarantee to the latest audited net assets of the Company
1	Hisense Ronshen (Guangdong) Refrigerator Co.,Ltd.	100%	90,000	166.28%
2	Guangdong Kelon Air-Conditioner Co., Ltd.	60%	30,000	55.43%

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3	Guangdong Kelon Fittings Co., Ltd.	100%	5,000	9.24%
4	Hisense Ronshen (Guangdong) Freezer Co.,Ltd.	100%	5,000	9.24%
5	Hisense Ronshen (Yangzhou) Refrigerator Co.,Ltd.	100%	10,000	18.48%
6	Guangdong Kelon Mould Co., Ltd.	70.11%	2,000	3.70%
7	Foshan Shunde Rongsheng Plastic ProductsCo.Ltd.	70.05%	6,000	11.09%
8	Kelon International Incorporation	100%	50,000	92.38%
Total			198,000	365.84%

There are no counter-guarantees in respect of the guarantees proposed to be provided by

the Company for its subsidiaries. The amounts of guarantees set out in the table above can be used on a revolving basis during the years of 2012-2013 (i.e. from 1 January 2012 to 31 December 2013).

(II) Guarantees to be provided by the subsidiaries of the Company for the Company

No.	Name of guarantor	Amount of guarantee (RMB’0000)
1	Guangdong Kelon Fittings Co., Ltd. and Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd.	80,000
2	Hisense Ronshen (Guangdong) Refrigerator Co., Ltd.	30,000
Total		110,000

The amounts of guarantees set out in the table above can be used on a revolving basis

during the years of 2012-2013 (i.e. from 1 January 2012 to 31 December 2013). The resolutions in relation to the guarantees to be provided by the respective subsidiaries for the Company have been considered and approved by their board of directors.

(III) Mutual guarantees to be provided among the subsidiaries of the Company

No.	Name of guarantor	Name of party for which guarantee will be provided	Amount of guarantee (RMB’0000)
1	Guangdong Kelon Fittings Co., Ltd. and Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd.	Hisense Ronshen (Guangdong) Refrigerator Co., Ltd., Guangdong Kelon Air-Conditioner Co., Ltd., Hisense Ronshen (Guangdong) Freezer Co., Ltd., Guangdong Kelon Fittings Co.,Ltd.,Foshan	68,000

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Shunde Rongsheng Plastic Products Co. Ltd. and Guangdong Kelon Mould Co., Ltd.

The amounts of guarantees set out in the table above can be used on a revolving basis

during the years of 2012-2013 (i.e. from 1 January 2012 to 31 December 2013). The resolutions in relation to the mutual guarantees to be provided by the respective subsidiaries have been considered and approved by their board of directors.

(IV) Guarantees proposed to be provided by the Company for certain distributors

No.	Name of party for which guarantee will be provided	Amount of guarantee (RMB’0000)	Percentage of amount of guarantee to the latest audited net assets of the Company
1	Zhejiang Kelon Air-Conditioner Sales Co.,Ltd.	5,000	9.24%
2	Fujian Kelon Air-Conditioner Sales Co.,Ltd.	3,000	5.54%
3	Xinjiang Hisense Kelon Electrical Sales CompanyLimited	2,000	3.70%
4	Xuzhou Kehua Electrical Appliances Sales CompanyLimited	1,000	1.85%
5	Changsha Shuangyu Electrical AppliancesCompanyLimited	1,000	1.85%
Total		12,000	22.18%

The distributors for which guarantees will be provided also provide counter-guarantees

for the Company. The amounts of guarantees set out in the table above can be used on a revolving basis during the years of 2012-2013 (i.e. from 1 January 2012 to 31 December 2013).

II. Particulars of parties for which guarantee will be provided

1. Hisense Ronshen (Guangdong) Refrigerator Co., Ltd. (“Ronshen Refrigerator”) is a wholly-owned subsidiary of the Company. It was established on 25 December 1995, and its registered address is 8 Ronggang Road, Ronggui, Shunde, Foshan. Its legal representative is Ren Li Ren. Its registered capital is US$26.8 million. Its scope of businesses include: production of and business operation in refrigerators and related components and parts, washing machines and small household electrical appliances and related components and parts.

2. Guangdong Kelon Air-Conditioner Co., Ltd. (“Kelon Air-Conditioner”) is a

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60%-owned subsidiary of the Company. It was established on 25 February 1998, and its registered address is 2 Qiaodong Road, Ronggui, Shunde, Foshan. Its legal representative is Wang Shi Lei. Its registered capital is US$36.15 million. Its scope of businesses include: production of and business operation in air-conditioners and household electrical appliances, and provision of after-sale services.

1. Guangdong Kelon Fittings Co., Ltd. (“Kelon Fittings”) is a wholly-owned subsidiary of the Company. It was established on 24 November 1999, and its registered address is 7 Ronggang Road, Ronggui, Shunde, Foshan. Its legal representative is Liu Wen Zhong. Its registered capital is US$5.62 million. Its scope of businesses include: production of and business operation in metal products (excluding gold and silver products), plastic products (excluding plastic wastes), moulds, electric heaters, exhaust fans, dehumidifiers, disinfecting cabinets and drinking fountains.

2. Hisense Ronshen (Guangdong) Freezer Co., Ltd. (“Ronshen Freezer”) is a wholly-owned subsidiary of the Company. It was established on 25 December 1995, and its registered address is 46 Wenfeng North Road, Rongli, Ronggui, Shunde, Foshan. Its legal representative is Gan Yong He. Its registered capital is RMB237 million. Its scope of businesses include: production of and business operation in small commercial freezers, coolers and related components and parts, type 2 medical cold treatment, low-temperature refrigerating equipment and instruments, and provision of after-sale repair and maintenance services.

3. Hisense Ronshen (Yangzhou) Refrigerator Co., Ltd. (“Hisense Yangzhou”) is a wholly-owned subsidiary of the Company. It was established on 3 July 2003, and its registered address is Yangzhou Economic Development Zone (East of Zhenxing Road, South of Second Horizontal Trunk Road). Its legal representative is Gan Yong He. Its registered capital is US$44.4479 million. Its scope of businesses include: production of energy-saving and environmental-friendly refrigerators and other energy-saving refrigeration electrical appliance products, sale of self-manufactured products of the company(i.e. Hisense Yangzhou); design and development of energy-saving and environmental-friendly refrigerators and new energy-saving refrigeration electrical appliance products; development, application and promotion of new technologies, new materials, new techniques and new methods.

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1. Guangdong Kelon Mould Co., Ltd. (“Kelon Mould”) is a 70.11%-owned subsidiary of the Company. It was established on 20 July 1994, and its registered address is 7 Ronggang Road, Ronggui, Shunde, Foshan. Its legal representative is Ren Li Ren. Its registered capital is US$15.0561 million. Its scope of businesses include: production of and business operation in moulds, hardware and plastic parts (excluding plastic wastes).

2. Foshan Shunde Rongsheng Plastic Products Co. Ltd. (“Rongsheng Plastic”) is a 70.05%-owned subsidiary of the Company. It was established on 18 October 1991, and its registered address is 6 Rongqi Road East, Ronggui, Shunde, Foshan. Its legal representative is Liu Wen Zhong. Its registered capital is US$15.8274 million. Its scope of businesses include: production of and business operation in plastic products and plastic materials (excluding plastic wastes), wholesale, retail, import and export business of moulds (no retail stores have been set up; and the relevant PRC requirements shall be observed if the products are subject to the quota licensing management and special regulatory control).

3. Kelon International Incorporation (“KII”) is a wholly-owned subsidiary of the Company. It was established on 11 September 1998, and its registered address is Room 3101-3105, Singga Commercial Centre, 148 Connaught Road West, Hong Kong. Its registered capital is US$50,000. Its scope of business includes general trading.

4. Zhejiang Kelon Air-Conditioner Sales Co., Ltd. (“Zhejiang Kelon”) is a distributor of the Company. It was established on 31 July 2007, and its registered address is No. 1 Building, 56 Huimin Road, Hangzhou. Its legal representative is Chen An Na. Its registered capital is RMB15 million. It is owned as to 73% by Zhejiang National Trading Company Limited (浙江國大商貿有限公司), 17% by Jinhua Huijin Trading Co., Ltd. (金華市匯金商 貿有限公司), and 10% by Hangzhou Far East Hardware and Chemicals Co., Ltd. (杭州遠東 五交化有限公司). Its scope of businesses include: sale of air-conditioners, household electrical appliances and related components and parts, general merchandise and hardware tools, installation and repair services of household air conditioners.

5. Fujian Kelon Air-Conditioner Sales Co., Ltd. (“Fujian Kelon”) is a distributor of the Company. It was established on 28 September 2007, and its registered address is 6/F, Quanzhou Modern Furniture Enterprise Co., Ltd. Building, Nanjian Industrial Village, Middle Section of Quanxiu Road, Quanzhou. Its legal representative is Zheng Guo Wei, and its registered capital is RMB5 million. It is owned as to 63% by Quanzhou Xinyixing

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Refrigeration Trading Co., Ltd. (泉州新誼興製冷商貿有限公司), 30% by Quanzhou Quanxiu Building & Installation Engineering Co., Ltd. (泉州市泉秀建安工程有限公司), 2% by the Company and 5% by Fang Hong Xi. Its scope of businesses include: wholesale and retail of refrigeration equipment, household electrical appliances and mechanical and electrical products.

1. Xinjiang Hisense Kelon Electrical Sales Company Limited is a distributor of the Company. It was established on 29 December 2007, and its registered address is Room 706, Huiyuan Building, 463 Xinyi Road, Xinshi District, Urumqi. Its legal representative is Jing Yao. Its registered capital is RMB12.8 million, contributed as to 28.59% by Jing Yao, 12.5% by Hou Yi, 7.03% by Xu Ke Bing, 6.25% by He Xin, 5.47% by Li Xue Song, 3.98% by Sun Yu Yan, 3.91% by Lu Huai Bin, 3.91% by Chen Yi Lian, 3.91% by Xu Bao Cheng, 3.13% by Ye Jun, 3.13% by Jiang Xue Mei, 2.34% by Xia Zhi Cai, 2.34% by Wang Wei, 2.34% by Zhong Xiu Ling, 2.34% by Jing Chun Hui, 1.56% by Xu Hong Tong, 1.56% by Hu Yong Jun, 1.56% by Shao Bin, 1.41% by Zhang Guo, 1.17% by Chen Yu Jun, 0.78% by the Company, and 0.78% by Zeng Sheng. Its scope of businesses include sale, installation and repair services of home electrical appliances of brands under the Company and related parts and components.

2. Xuzhou Kehua Electrical Appliances Sales Company Limited (“Kehua Electrical”) is a distributor of the Company. It was established on 16 October 2008, and its registered address is Room 2614, Jin Kailong Building, Fuxing North Road, Xuzhou. Its legal representative is Xue Changbo. Its registered capital is RMB2 million. It is owned as to 52% by Xue Changbo and 48% by Ma He. Its scope of businesses include sale, installation and repair of electrical appliances, air-conditioners, refrigeration equipment and accessories, and hardware and electrical appliances; sale and repair of communication equipment (excluding wireless emission equipment and ground satellite receiver).

3. Changsha Shuangyu Electrical Appliances Company Limited (“Shuangyu Electrical”) is a distributor of the Company. It was established on 24 December 2003, and its registered address is Shops 6-7,1/F, Block 2, Appliance City, Sanxiang Nanhu Market, Furong District, Changsha. Its legal representative is Wu Xiaoxi. Its registered capital is RMB500,000. It is owned as to 40% by Wu Xiaoxi, 30% by Wu Xiaoyang, and 30% by Zhang Xiaohui. Its scope of businesses include sale of household electrical appliances.

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Latest major financial data of parties for which guarantees will be provided as at 31 December 2010 (Unit: RMB’0000):

Name of company	Total assets	Total liabilities	Net assets	Revenue from principal operations	Gross profit	Net profit
Ronshen Refrigerator	175,878.19	112,294.33	63,583.86	412,852.46	6,914.18	6,127.05
Kelon Air-Conditioner	131,033.14	173,787.96	-42,754.82	355,480.12	-8,724.30	-8,724.30
Kelon Fittings	25,518.14	22,088.56	3,429.58	85,771.02	838.98	838.98
Ronshen Freezer	34,538.36	20,359.23	14,179.13	80,461.85	-71.00	-71.00
Hisense Yangzhou	79,318.59	37,434.81	41,883.78	186,626.31	2,229.42	1,673.38
Kelon Mould	16,227.09	2,568.20	13,658.90	8,247.49	394.47	339.81
Rongsheng Plastic	30,924.00	3,869.40	27,054.60	29,797.87	-67.03	-113.52
KII	68,816.64	80,264.10	-11,447.46	338,008.13	7,006.66	2,686.99
Zhejiang Kelon	25,016.90	22,748.92	2,267.98	43,084.52	162.98	116.65
Fujian Kelon	3,755.00	4,079.00	-324.00	5,992.00	308.00	231.00
Xinjiang Kelon	2,713.17	1,664.87	1,048.30	11,747.37	264.55	198.42
Kehua Electrical	2716.75	855.02	1,861.73	6,286.05	866.23	649.68
Shuangyu Electrical	3,423.49	901.37	2,522.12	8,643.03	802.14	782.08

III. The main contents of guarantee agreements

The above guarantee agreements have not been signed and their main contents are still subject to negotiation between the guarantor, being the Company or its subsidiaries, and the banks.

IV. Opinion of the board of directors

Given the production and operation situation of the Company and its subsidiaries, the proposed guarantees stated above are beneficial to the Company and its subsidiaries in obtaining the required working capital for the business development and their positive growth, and are in the interests of the Company and its subsidiaries as a whole. The relevant distributors are not connected persons of the Company. The provision of

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guarantees to such distributors is favourable to the business development of the Company, and is in the interest of the Company as a whole. In terms of the guarantees provided by the Company to its non-wholly-owned subsidiaries, the risks are under control and the guarantees are favorable to the non-wholly-owned subsidiaries in obtaining liquidity required for its business, which in turns facilitate the business development of the non-wholly-owned subsidiaries. The relevant distributors are not connected persons of the Company.. The Company receives bank acceptance bills from the parties for which guarantee will be provided while it provides guarantees for the abovementioned parties. Providing guarantees for such distributors are beneficial to the development of the Company’s business and in the overall interest of the Company whereas the risks are under control. Meanwhile, after assessing the profitability and solvency of the parties for which guarantees will be provided, it is considered that the operations of the parties for which guarantees will be provided are stable with a strong ability to perform contracts and agreements, and thus their ability of loan repayment 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.

The resolutions in relation to the proposed provision of guarantees for the relevant subsidiaries and certain distributors of the Company were passed at the fourteenth 2011 extraordinary meeting of the Company’s seventh session of the board of directors. Out of the eight directors who should attend the meeting, eight directors attended. The convening of and the voting at the meeting were in compliance with the relevant requirements of the Company Law of the People’s Republic of China and the Articles of Association of the Company. The resolutions were passed with 8 affirmative votes, 0 against vote and 0 abstention vote after consideration. Such guarantees are still subject to the consideration and approval by the shareholders at the general meeting.

V. Cumulative amounts of external guarantees and overdue guarantees

As at 31 October 2011, the aggregate amount of external guarantees of the Company and its subsidiaries was RMB261,586,200, representing 48.33 % of the audited net assets of

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the Company as at 31 December 2010. There was no overdue guarantee or guarantee subject to litigation.

VI. Other explanation

The term “revolving use” mentioned in this announcement means the above-listed guarantees can be provided for at any time during the guarantee period by the guarantors for the parties whose liabilities are to be guaranteed, provided that the guarantees to be provided shall be less than or equal to the maximum amount of the guarantees specified above.

The Company will discharge the relevant disclosure obligations on a timely basis in the event of changes in the guarantees proposed to be provided by the Company for its subsidiaries and certain distributors .

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. Ren Li Ren, Ms. Yu Shu Min, Mr. Lin Lan and Mr. Xiao Jian Lin; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Wang Xinyu and Mr. Wang Ai Guo.

Foshan City, Guangdong, the PRC, 29 November 2011

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