Medlive Technology Co., Ltd. — Governance Information 2018

Jul 27, 2018

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 PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

According to the relevant regulations of the Company Law of the People's Republic of China, in order to solidly implement the Notice regarding the Promotion of the Requirements of Incorporation of Party Building Work into the Articles of Associations of State-owned Enterprises (《關於紮實推動國有企業黨建工作要求寫入公司章程的通知》) issued by the Organization Department of the Central Committee of the Communist Party of China (中共中央組織 部) and the Party Committee of State-owned Assets Supervision and Administration Commission of the State Council (國務院國有資產監督管理委員 會) , and pursuant to the latest regulatory requirements and in light of the actual situation of the Company, the Board proposes to amend certain provisions of the existing Articles of Association.

GENERAL

The Company will convene the EGM to seek the Shareholders’ approval for the proposed amendments to the Articles of Association. A circular containing, among others, details of the aforementioned resolutions and the notice of the EGM will be despatched to the Shareholders as soon as practicable.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

According to the relevant regulations of the Company Law of the People's Republic of China, in order to solidly implement the Notice regarding the Promotion of the Requirements of Incorporation of Party Building Work into the Articles of Associations of State-owned Enterprises

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(《關於紮實推動國有企業黨建工作要求寫入公司章程的通知》) issued by the Organization Department of the Central Committee of the Communist Party of China (中共中央組織 部) and the Party Committee of State-owned Assets Supervision and Administration Commission of the State Council (國務院國有資產監督管理委員 會) , and pursuant to the latest regulatory requirements and in light of the actual situation of the Company, the Board proposes to amend certain provisions of the existing Articles of Association. Details of the amendments are as follows:

No. Existing provision Amended as 1 Article 10.14 Article 10.14 The Company shall have a board of The Company shall have a board of directors directors which is accountable to and which is accountable to and shall report on its shall report on its work to the work to the shareholders’ general meeting. shareholders’ general meeting. The The Board shall consist of nine (9) Directors Board shall consist of nine (9) Directors who are elected by the shareholders’ general who are elected by the shareholders’ meeting, six (6) of whom are Executive general meeting, six (6) of whom are Directors who are responsible for the daily Executive Directors who are responsible operation of the Company and three (3) of for the daily operation of the Company whom are Independent Non-executive and three (3) of whom are Independent Directors who will not engage in the daily Non-executive Directors who will not operation of the Company. The Board shall engage in the daily operation of the have a chairman. Company. The Board shall have a chairman. The Chairman shall be a Director of the Company and shall be elected or removed by The Chairman shall be a Director of the more than one-half of all the Directors. The Company and shall be elected or tenure of the Chairman is three (3) years, removed by more than one-half of all which is renewable upon re-election. the Directors. The tenure of the Chairman is three (3) years, which is …… renewable upon re-election. The Chairman shall not assume the role of general manager at the same time. …… 2 Article 10.20 Article 10.20 An extraordinary meeting of the Board An extraordinary meeting of the Board shall shall be convened within ten (10) days be convened within ten (10) days by the by the Chairman upon his receipt of Chairman upon his receipt of such request in

The Company shall have a board of directors which is accountable to and shall report on its work to the shareholders’ general meeting. The Board shall consist of nine (9) Directors who are elected by the shareholders’ general meeting, six (6) of whom are Executive Directors who are responsible for the daily operation of the Company and three (3) of whom are Independent Non-executive Directors who will not engage in the daily operation of the Company. The Board shall have a chairman.

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		such request in any of the following circumstances: (1) when one-third or more of the Directors so request; (2) when the supervisory committee so requests; (3) when the general manager so requests; (4) when shareholders carrying voting rights of 10% or more so requests. All Directors should be notified_in_ writing ten (10) days before an extraordinary meeting of the Board is held. ……		any of the following circumstances: (1) when one-third or more of the Directors so request; (2) when the supervisory committee so requests; (3) when the general manager so requests; (4) when shareholders carrying voting rights of 10% or more so requests. All Directors should be notified_three (3) days_ before an extraordinary meeting of the Board is held_by means of delivery in person, _telephone, e-mail, facsimile, express courier service, etc. ……
3		Article 10.22 Board meeting shall only be held if more than one half of the Directors attend. Each Director has one (1) vote. A resolution of the Board must be passed by more than one-half of all the Directors. In case of an equality of votes cast for and against a resolution, the Chairman shall have a casting vote.		Article 10.22 Board meeting shall only be held if more than one half of the Directors attend. Each Director has one (1) vote. A resolution of the Board must be passed by more than one-half of all the Directors. Where the matter meets the criteria set out in Article 10.15(6), (7), (8), (10), (12), (19), (20) hereof, upon being reviewed and discussed by the Party Committee(s) of the Company, the resolution shall become effective after being passed by such minimum number of Directors required for approval as stipulated in these Articles of Association. In case of an equality of votes cast for and against a resolution, the Chairman shall have a castingvote.
4		Article 10.26		Article 10.26

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The time and venue of the Board If the time and venue of the Board meeting meeting may be determined by the have been determined by the Board in Board in advance and shall be recorded advance , no additional notice of meeting has on the minutes. If such minutes have to be given. been delivered to all the Directors at least ten (10) days before the next Board If the time and venue of the Board meeting meeting is held, no additional notice of have not been determined by the Board in meeting has to be given. advance, the Chairman shall instruct the

If the time and venue of the Board meeting have not been determined by the Board in advance, the Chairman shall instruct the Board Secretary to set out the same in the notice of the meeting.

In case where the Board has not determined the time and venue of the Board meeting in advance, the Chairman or the Board Secretary shall notify all the Directors the time and venue of the Board meeting by telex, telegraph, facsimile, express delivery service, registered mail or messenger at least ten (10) days (but not more than 30 days) before the Board meeting.

……

…… 5 Nil Chapter 15 Party Organization Article 15.1

In compliance with the Constitution of the Communist Party of China and pursuant to the relevant regulations of the Company Law, the Company shall establish primary organizations of the Party.

(1) Establishment of organs of party organizations of the Company. Primary Party committees and committees of general Party branches or Party branches shall be set up as the work requires and according to the number of Party members, subject to approval by the higher Party organizations; commission for discipline inspection of the Party shall be set up; trade unions, league

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committees and other mass organizations
shall be set up; working units of the Party
shall be established and working staff for
Party affairs shall be assigned.
(2) Duties and powers of the Party
Committees of the Company. The Party
Committees shall play the role as the core of
leadership and act as political nucleus and
work for the operation of the Company. The
Party Committees shall ensure and oversee
the implementation of the principles and
policies of the Party and the state in the
Company; they shall comply with the
Company Law, participate in making final
decisions on major questions of the Company
and review the major personnel appointments
and dismissals; the secretary to the Party
Committee shall chair the Party Committee
meetings to review matters concerning the
_“Three Majors and One Large” (“_三重一
大_”); it works to improve its own_
organization and provide leadership over the
trade unions, the Communist Youth League of
China and other mass organizations.
(3) Funding guarantee: the funding for
Party building work shall be included in the
Company’s budget and charged as the
Company’s management costs.

Notes:

1. The “……” above originates from the existing articles. As they are not involved in the proposed amendments, they are omitted herein.

2. The above “Party Organization” will be added as the new Chapter 15 immediately before the original Chapter 15. The original Chapter 15 and all provisions thereafter will be re-numbered sequentially.

All proposed amendments to the Articles of Association will be put forward by way of special resolutions and they shall become effective upon the Shareholders’ approval at the EGM.

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GENERAL

The Company will convene the EGM to seek the Shareholders’ approval for the proposed amendments to the Articles of Association. A circular containing, among others, details of the aforementioned resolutions and the notice of the EGM will be despatched to the Shareholders as soon as practicable.

DEFINITIONS

In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:-

“Articles of Association”	the Articles of Association of the Company;
“Board”	the board of directors of the Company;
“Company”	Hisense Kelon Electrical Holdings Company Limited, a company
	incorporated in the PRC with limited liability, whose shares are listed
	on the main board of the Stock Exchange and the Shenzhen Stock
	Exchange;
“EGM”	the 2018 third extraordinary general meeting of the Company to be
	held at the conference room of the Company’s head office, Shunde
	District, Foshan City, Guangdong Province, the PRC on 17
	September 2018 at 3:00 p.m. for, among other things, approval of the
	proposed amendments to the Articles of Association;
“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 People’s
	Republic of China;
“PRC”	the People’s Republic of China;
“Shareholder(s)”	holder(s) of the share(s) of RMB1.00 each in the capital of the
	Company, comprising the A Shares and the H Shares; and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

By order of the Board of Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo

Chairman

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Foshan City, Guangdong, the PRC, 27 July 2018

As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Mr. Liu Hong Xin, Mr. Lin Lan, Mr. Dai Hui Zhong, Mr. Jia Shao Qian and Mr. Wang Yun Li; and the Company’s independent non-executive directors are Mr. Ma Jin Quan, Mr. Zhong Geng Shen and Mr. Liu Xiao Feng.

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