Medlive Technology Co., Ltd. — Governance Information 2005

Apr 29, 2005

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)

PROPOSED AMENDMENTS TO CERTAIN PROVISIONS OF “THE RULES AND REGULATIONS GOVERNING DIRECTORS’ MEETINGS”

According to the recent amendments to the requirements of “Rules Governing the Listing of Shares” (Revised in 2004) issued by the Shenzhen Stock Exchange, “Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited” and other relevant laws and regulations and regulatory documents, certain provisions of “the Rules and Regulations Governing Directors’ Meetings” of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) are proposed to be amended as follows:

1. Amendments to existing Article 3:

The existing Article is as follows:

• Article 3 The Board of Directors shall comprise not less than eight and not more than ten directors (the specific number of directors shall be approved by a resolution adopted at a Shareholders’ General Meeting), of which there shall be five executive directors who shall be responsible for daily affairs designated by the Company, and three to five non-executive directors who shall not be responsible for daily affairs. The Board of Directors shall have one Chairman. The Chairman shall convene meetings at least twice a year, convening of which are up to and presided over by the Chairman.

The existing Article is hereby amended as follows:

• Article 3 The Board of Directors shall comprise nine directors (the specific number of directors shall be approved by a resolution adopted at a Shareholders’General Meeting), of which there shall be six executive directors who shall be responsible for dealing with the daily affairs designated by the Company, and three independent non-executive directors who shall not be responsible for daily affairs. The Board of Directors shall have one Chairman. The Board of the Directors shall convene at least four meetings a year, convening of which are up to and presided over by the Chairman.

1. Amendments to existing Article 4:

The existing Article is as follows:

• Article 4 Meetings of the Board of Directors shall only be held with more than one half of the directors present at the meetings. The director shall attend the meetings in person or may appoint another director by a written power of attorney to attend the meeting on his behalf.

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The existing Article is hereby amended as follows:

• Article 4 Meetings of the Board of Directors shall only be held with more than one half of the directors present at the meetings.

1. Amendments to existing Article 8:

The existing Article is as follows:

• Article 8 The Board of Directors of the Company shall notify all the directors by written notice ten days prior to the date of the regular meetings. In the event of emergency matters, an extraordinary meeting of the Board of Directors may be proposed by more than one-third of the directors or by the General Manager of the Company.

The existing Article is hereby amended as follows:

• Article 8 The Board of Directors of the Company shall notify all the directors by written notice fourteen days prior to the date of the regular meetings. In the event of emergency matters, an extraordinary meeting of the Board of Directors may be proposed by more than one-third of the directors or by the General Manager of the Company.

1. Amendments to existing Article 12:

The existing Article is as follows:

• Article 12 Meetings of the Board of Directors shall be chaired by the Chairman or the Chairman or another director designated by him. Failing him, the deputy Chairman or more than one half of the directors shall nominate one director to preside over the meetings.

The existing Article is hereby amended as follows:

• Article 12 Meetings of the Board of Directors shall be chaired by the Chairman or another director designated by him. Failing him, the deputy Chairman or more than one half of the directors shall nominate one director to preside over the meetings.

1. Amendments to the heading of existing Chapter 9:

The existing heading is as follows:

• Chapter 9 Minutes of Meetings

The existing heading is hereby amended as follows:

• Chapter 9 Minutes of Meetings and Notice of Resolutions

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1. A new Article be added as Article 30:

   • Article 30 Notice of resolutions of the Board of Directors shall include the following:

     • (1) The time and method of issuance of the notice of meeting;

     • (2) The time, place and method of the meeting to be convened, and explanations on whether it is in compliance with the relevant laws, regulations, rules and provisions of the Articles of Association;

     • (3) The number and names of directors present in person or by proxy and who are absent from the meetings, reasons thereof and names of directors entrusted;

     • (4) Affirmative votes, veto votes or waiving votes on each resolution and the reasons of directors’ casting veto or waiving votes;

     • (5) As regards connected transactions, explanations on names of the directors who shall abstain from voting and reasons and particulars of abstention;

     • (6) Where the prior recognition of the independent directors or their independent opinions is required, explanations on particulars of prior recognition or opinions;

     • (7) Specific matters to be considered in the meetings and resolutions passed at the meetings.

2. The existing Articles 30 to 33 are renumbered as Articles 31 to 34.

By Order of the Board of Guangdong Kelon Electrical Holdings Company Limited Gu Chu Jun Chairman

As at the date of this announcement, the Company’s executive directors are Mr. Gu Chu Jun, Mr. Liu Cong Meng, Mr. Li Zhen Hua, Mr. Yan You Song, Mr. Zhang Hong and Mr. Fang Zhi Guo; and the independent nonexecutive directors are Mr. Chan Pei Cheong, Andy, Mr. Li Kung Man and Mr. Xu Xiao Lu.

Foshan City, Guangdong Province, the PRC, 28 April, 2005

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