Medlive Technology Co., Ltd. — Governance Information 2019

Mar 28, 2019

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 HOME APPLIANCES GROUP CO., LTD. 海信家電集團股份有限公司

(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

This announcement is made by Hisense Home Appliances Group Co., Ltd. (the “ Company ”) pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

Proposed Amendments to the Articles of Association

According to the “Company Law of the People's Republic of China” and the “Guidelines for the Governance of Listed Companies” and the relevant provisions of the Listing Rules, and taking into account the actual situation of the Company, the Board of Directors of the Company (the “ Board ”) proposes to amend the provisions of the existing Articles of Association of the Company (the “ Articles of Association ”).

The Board hereby announces that at the Board meeting held on 28 March 2019, the Board has approved, among other things, the proposed amendments to the existing Articles of Association. Details on the proposed amendments are as follows:-

Existing Articles	Revised Articles
Article 4.2 The Company must prepare a balance sheet and an inventory of assets when it reduces its registered capital.	Article 4.2 The Company must prepare a balance sheet and an inventory of assets when it reduces its registered capital. The Company shall notify its

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	The Company shall notify its creditors within ten (10) days from the date of the Company’s resolution for reduction of capital and shall publish an announcement in a newspaper_at least_ three (3) times_within thirty (30) days from the date of such resolution. A creditor has the right within thirty (30) days from the date of receipt of the notice from the Company or, in the case where a creditor does not receive such notice, _within ninety (90) days from the date of the first announcement,to require the Company to repay its debts or to provide a corresponding guarantee for the repayment of such debt. The Company’s registered capital must not, after the reduction in capital, be less than the minimum amount prescribed by law.		creditors within ten (10) days from the date of the Company’s resolution for reduction of capital and shall publish an_announcement_in a newspaper within thirty (30) days from the date of such resolution. A creditor has the right within thirty (30) days from the date of receipt of the notice from the Company or, in the case where a creditor does not receive such notice, within forty-five (45) days from the date of the announcement,to require the Company to repay its debts or to provide a corresponding guarantee for the repayment of such debt. The Company’s registered capital must not, after the reduction in capital, be less than the minimum amount prescribed by law.
	Article 4.4 The Company may, in accordance with law, administrative regulations and these Articles of Association, repurchase its issued shares under the following circumstances: (1)cancellation of shares for the purposes of reducing its capital; (2) merger with another company that holds shares in the Company; (3)granting of shares as bonus to the Company’s staff; (4) shareholders who disagree with the resolutions for the merger or division of the Company passed at a general meeting request the Company to purchase their shares;		Article 4.4 The Company may, in accordance with law, administrative regulations and these Articles of Association, repurchase its issued shares under the following circumstances: (1) reducing_registered_ capital_of the Company; (2) merging with another company that holds shares of the Company; (3) utilising its shares in the employee share_ ownership plan or as share incentive; (4) shareholders who disagree with the resolutions for the merger or division of the Company passed at a general meeting request the Company to purchase their shares; (5) utilising the shares for conversion of corporate bonds which are convertible into

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	(5) other circumstances permitted by laws and administrative regulations.		shares issued by the Company; (6) where it is necessary for the safeguard the value of the Company and the interests of its shareholders; (7) other circumstances permitted by laws and administrative regulations. Apart from the foregoing, the Company shall not purchase its own shares. Any purchase by the Company of its own shares under the circumstances as required in (1) and (2) shall be resolved at a shareholders’ general meeting; any purchase by the Company of its own shares under the circumstances as required in (3), (5) and (6) shall, after obtaining the authorization of the shareholders’ general meeting, be approved by a resolution of the Board meeting where over two-thirds of the directors are present. Where the Company has purchased its A Shares according to the above provision, in the event of (1), the same shall be cancelled within ten (10) days from the date of purchase; in the event of (2) or (4) above, the same shall be transferred or cancelled within six (6) months; in the event of (3), (5) and (6), the total A Shares of the Company held by the Company itself shall not exceed 10% of its total A Shares in issue and shall be transferred or cancelled within three (3) years after the purchase; in the event of (7), transfer or cancellation shall be carried out in accordance with applicable laws and regulations, normative documents and provisions of the securities regulatory authorities of where shares of the Company are listed. Where the Company has acquired its H Shares according to the provision of this Article, the same shall be cancelled as soon as reasonably practicable pursuant to the

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		requirements of the listing rules of Hong Kong Stock Exchange. If the Company acquires its own shares, it shall fulfil its disclosure obligation as required under the Securities Law of the People's Republic of China, the Rules Governing Listing of Stocks on Shenzhen Stock Exchange, and the listing rules of Hong Kong Stock Exchange.
Article 4.5 The Company may repurchase shares in one of the following ways: (1) by making a general offer; (2) by means of centralized auction trading on a stock exchange; (3) by means of an agreement; (4) by other means as authorized by regulatory authorities.		Article 4.5 The Company may choose to repurchase shares in one of the following ways: (1) by making a general offer; (2) by means of centralized auction trading on a stock exchange; (3) by means of an agreement; (4) by other means as authorized by regulatory authorities. If the Company acquires its own shares under the circumstances as required in (3), (5) and (6) of Article 4.4, it shall be carried out by centralized auction trading on a stock exchange.
Article 6.11 No change shall be made in the register of shareholders as a result of a transfer of shares within thirty (30) days prior to the date of a shareholders’ general meeting or within five (5) days before the record date for the Company’s distribution of dividends.		Article 6.11 For Company’s shareholders of H shares, no change shall be made in the register of shareholders as a result of a transfer of shares within thirty (30) days prior to the date of a shareholders’ general meeting or within five (5) days before the record date for the Company’s distribution of dividends. The interval between the share registration date for the shareholders of A shares and the date of the shareholders' meeting shall not exceed seven (7) business days. Once the share registration date for the shareholders' meeting is confirmed, it shall not be changed.

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Article 7.6

In addition to the obligations imposed by laws and administrative regulations or required by the listing rules of the stock exchange on which the Company’s shares are listed, a controlling shareholder, while exercising his powers as a shareholder, shall not exercise his voting rights in respect of the following matters in a manner which is prejudicial to the interests of all or part of the shareholders of the Company:

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(4) the controlling shareholder and person in actual control of the Company have fiduciary duties towards the Company and the public shareholders. The controlling shareholder shall exercise its rights as investor strictly in accordance with the laws. The controlling shareholder shall not damage the lawful rights of the Company and the public shareholders by means of connected transactions, profit distribution, assets restructuring, external investment, appropriation of capital and loan guarantee, etc. and shall not take advantage of its controlling position to damage the interest of the Company and the public shareholders. Article 7.7 Further to Article 7.6 herein, a controlling shareholders shall also observe the following regulations with respect to its activities: (1) the controlling shareholder shall safeguard the independence of the staff, assets and finance

Article 7.6

In addition to the obligations imposed by laws and administrative regulations or required by the listing rules of the stock exchange on which the Company’s shares are listed, a controlling shareholder, while exercising his powers as a shareholder, shall not exercise his voting rights in respect of the following matters in a manner which is prejudicial to the interests of all or part of the shareholders of the Company:

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(4) the controlling shareholder and person in actual control of the Company have fiduciary duties towards the Company and the public shareholders. The controlling shareholder shall exercise its rights as shareholder strictly in accordance with the laws. The controlling shareholder and person in actual control shall not damage the lawful rights of the Company and the public shareholders by means of connected transactions, profit distribution, assets restructuring, external investment, appropriation of capital and loan guarantee, etc. and shall not take advantage of its controlling position to damage the interest of the Company and the public shareholders.

Article 7.7

Further to Article 7.6 herein, a controlling shareholder and person in actual control shall also observe the following regulations with respect to its activities: (1) the controlling shareholder and person in actual control shall safeguard the independence of the staff, assets and finance of the Company

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of the Company and shall not intervene with any of its financial or accounting activities. No controlling shareholder or any of its sub-units shall engage in business which is the same as or similar to the business carried on by the listed company. The controlling shareholder shall adopt effective measures to avoid horizontal competition;

(2) the controlling shareholder shall support the Company in deepening its reform in the employment, human resources and allocation systems, transforming its regulatory regime for business operation, and implementing policies in which the management officers are hired through competitive examination and are capable in performing duties at different levels, the employees are chosen for their excellence - and may be hired or laid off depending on their performance and the income allocation is flexible and effective in motivation;

(3) the controlling shareholder owes fiduciary duty towards the Company and other

shareholders. It shall exercise its right as investor in strict compliance with the law and shall not damage the lawful rights of the Company and other shareholders by means of assets

and shall not intervene with any of its financial or accounting activities. No controlling shareholder and person in actual control or any of their respective sub-units under their control shall engage in business which is the same as or similar to the business carried on by the listed company. The controlling shareholder and person in actual control shall adopt effective measures to avoid horizontal competition;

(2) the controlling shareholder and person in actual control owe fiduciary duty towards the Company and other shareholders. It shall exercise its right as shareholder in strict compliance with the law and shall not damage the lawful rights of the Company and other shareholders by means of assets restructuring, etc. and shall not take advantage of its special status to acquire any additional benefits;

(3) the controlling shareholder shall not impose any approval requirement in respect of any resolution for election in the shareholders’ general meeting and resolution for appointment in the Board and shall not bypass the shareholders’ general meeting and the Board to appoint or remove any senior officer of the Company; (4) all material decisions of the listed company shall be determined by the shareholders’ general meeting and the Board in accordance with the law. The controlling shareholder and person in actual control shall not directly or indirectly intervene in the decision-making of and any business activity lawfully commenced by the Company and damage the interest of the Company and other shareholders.

restructuring, etc. and shall not take advantage of its special status to acquire any additional

benefits;

(4) the controlling shareholder shall not impose any approval requirement in respect of any

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resolution for election in the shareholders’ general meeting and resolution for appointment in the Board and shall not bypass the shareholders’ general meeting and the Board to appoint or remove any senior officer of the Company; (5) all material decisions of the listed company shall be determined by the shareholders’ general meeting and the Board in accordance with the law. The controlling shareholder shall not directly or indirectly intervene in the decision- making of and any business activity lawfully commenced by the Company and damage the interest of the Company and other shareholders.
Article 8.2 The shareholders’ general meeting shall have the following functions and powers: …… (10) to decide on the issue of debentures by the Company; ……		Article 8.2 The shareholders’ general meeting shall have the following functions and powers: …… (10) to decide on_the issue of shares, repurchase_ of the shares of the Company,_the issue of debentures by the Company_and other financing instruments by the Company; ……
Article 8.35 The following matters shall be resolved by a special resolution at a shareholders’ general meeting: (1) the increase or reduction in share capital and the issue of shares of any class, warrants and other similar securities; (2) the issue of debentures of the Company; (3) the division, merger, dissolution and		Article 8.35 The following matters shall be resolved by a special resolution at a shareholders’ general meeting: (1) the increase or reduction in share capital and the issue of shares of any class, warrants and other similar securities; (2) the issue of debentures of the Company; (3) the division, merger, dissolution and liquidation of the Company; (4)the Company repurchase its own shares under the circumstances as required in (1) and (2) of

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liquidation of the Company; Article 4.4 of these Articles of Association; (4) the amendment of these Articles of (5) the amendment of these Articles of Association; Association; (6) other matters which are resolved in (5) other matters which are resolved in shareholders’ general meeting by ordinary resolution as being material to the Company and shareholders’ general meeting by ordinary required to be passed by special resolution. resolution as being material to the Company and required to be passed by special resolution. Article 10.13 Article 10.13

The managing personnel, person in charge of finance, person in charge of sales and marketing personnel and the Board Secretary shall not hold any office other than directorship in the controlling shareholder’s units. A person who is both a member of the controlling shareholder’s senior management as well as a Director of the Company shall ensure that he has sufficient time and energy to perform the Company’s tasks.

Article 10.15

The Board is accountable to the shareholders’ general meeting and shall exercise the following functions and powers:

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(6) to formulate proposals for the increase or reduction of the Company’s registered capital and for the issuance of debentures by the Company;

(7) to draw up plans for material acquisition or disposal by the Company and plans for the merger, division or dissolution of the Company; (8) to exercise the Company’s power as to financing and borrowing and to determine the

The Company’s president and senior management shall not hold any executive position other than directorship and supervisory position in the controlling shareholder’s units. A person who is both a member of the controlling shareholder’s senior management as well as a Director or supervisor of the Company shall ensure that he has sufficient time and energy to perform the Company’s tasks.

Article 10.15

The Board is accountable to the shareholders’ general meeting and shall exercise the following functions and powers: ……

(6) to formulate proposals for the increase or reduction of the Company’s registered capital and for the issuance of debentures by the Company; (7) to draw up plans for material acquisition or disposal by the Company , merger, division or dissolution of the Company, and acquisition of the shares of the Company under circumstances as required in (1) and (2) of Article 4.4 of these Articles of Association;

(8) to determine the acquisition of shares of the Company under the circumstances as required in (3), (5) and (6) of Article 4.4 of these Articles of Association within the authorization of the

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	charge, lease and transfer of important assets of the Company; (9) to decide on the Company’s internal management structure; ……(Subsequent clause numbers are followed correspondingly) Save in respect of the matters specified in sub- paragraphs (6), (7)_and (12)_of this Article which shall be passed by the affirmative votes of two- thirds or more of all the Directors, the Board’s resolutions in respect of all other matters above may be passed by the affirmative votes of more than one-half of the Directors.		shareholders’ general meeting; (9) to exercise the Company’s power as to financing and borrowing and to determine the charge, lease and transfer of important assets of the Company; (10) to decide on the Company’s internal management structure; ……(Subsequent clause numbers are followed accordingly) Save in respect of the matters specified in sub- paragraphs (6), (7),_(8) and (13)_of this Article which shall be passed by the affirmative votes of two-thirds or more of all the Directors, the Board’s resolutions in respect of all other matters above may be passed by the affirmative votes of more than one-half of the Directors.
	Article 10.34The Board shall have independent Directors. …… The independent Directors shall perform their duties independently, without being affected by major shareholders of the Company, persons in actual control of the Company or other interested entities or individuals_of the Company, its major_ shareholders and the persons in actual control.		Article 10.34The Board shall have independent Directors. …… The independent Directors shall perform their duties independently, without being affected by major shareholders of the Company, persons in actual control of the Company_and_ other interested organizations or individuals of the Company.There shall not be any relationship between the independent Directors and the Company or the Company’s major shareholders which might hinder the independent Directors from making independent and objective judgment.
	Article 10.39 The Company should ensure that the independent Directors shall enjoy the same right to information as other Directors. The Company shall timely provide the independent Directors with relevant materials and information,		Article 10.39 The Company should ensure that the independent Directors shall enjoy the same right to information_and status_ as other Directors. The Company shall timely provide the independent Directors with relevant materials and information, regularly notify them of the operation of the Company and organize on-site visit by the independent Directors if necessary,so as to

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	regularly notify them of the operation of the Company and organize on-site visit by the independent Directors if necessary.		ensure that the independent Directors have a comprehensive and fair understanding on the Company. Where there is any conflict among the shareholders of the Company or among the Directors which causes significant impact on the operation management of the Company, the independent Directors shall proactively perform their duties and safeguard the interests of the Company as a whole.
	Article 10.45 The major responsibilities of the audit committee are as follows: (1) to suggest the appointment or change of external auditing institutions; (2) to monitor and implement the internal audit system of the Company; (3) to be responsible for the_communication_ between the internal and external audit functions; (4) to examine and approve the financial information of the Company and its disclosure; (5) to examine the internal control system of the Company; (6) to establish a whistle-blowing mechanism to follow and handle openly the questions and complaints made by the staff, customers, suppliers and investors of the Company and social media on the truthfulness, accuracy and completeness of financial information.		Article 10.45 The major responsibilities of the audit committee include: (1)to supervise and assess external audits;_to suggest the appointment or change of external auditing institutions; (2) to supervise and assess internal audits; (3) to be responsible for the _coordination_between the internal and external audit functions; (4) to examine and approve the financial information of the Company and its disclosure; (5) to supervise and assess the Company’s _internal control; (6) to consider the laws, regulations, Articles of Association and such other matters as the Board may authorize.
	Article 10.46 The major responsibilities of the nomination committee_are as follows_: (1) to analyze the standard and process for		Article 10.46 The major responsibilities of the nomination committee_include_: (1) to analyze the standard and process for selection of Directors_, presidents and other senior_ _officers_and to make recommendations;

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	selection of Directors_and managers_and to make recommendations; (2)to extensively identify individuals qualified to become Directors or managers; (3) to_examine the candidates for the positions of_ _Directors and managers_and to make recommendations.		(2)to screen candidates qualified to become Directors, presidents and other senior officers according to the Company’s business model and specific needs and by taking comprehensive consideration of factors such as age, gender, education background, skills, professional knowledge, experience, etc., and to set up measurable targets to ensure the diversity of Board members; (3) to_examine the candidates for the positions of_ Directors, presidents and other senior officers and to make recommendations.	(2)to screen candidates qualified to become Directors, presidents and other senior officers according to the Company’s business model and specific needs and by taking comprehensive consideration of factors such as age, gender, education background, skills, professional knowledge, experience, etc., and to set up measurable targets to ensure the diversity of Board members; (3) to_examine the candidates for the positions of_ Directors, presidents and other senior officers and to make recommendations.
	Article 10.47 The major responsibilities of the remuneration and appraisal committee_are as follows_: (1) to analyze the standard of appraisal of Directors and managers, to carry out the appraisal and to make recommendations; (2) to analyze and examine the remuneration policy and proposal for Directors_and_senior officers; (3) to make recommendations in situations where Directors_or senior officers_accept responsibilities and resign or are proposed to be dismissed for their defaults and failure to perform their duties.		Article 10.47 The major responsibilities of the remuneration and appraisal committee_include_: (1) to analyze the standard of appraisal of Directors,presidents and other senior officers, to carry out the appraisal and to make recommendations taking into account the actual conditions of the Company; (2) to analyze and examine the remuneration policy and proposal for Directors_, presidents and_ other senior officers; (3) to make recommendations in situations where Directors_, presidents and other senior officers_ accept responsibilities and resign or are proposed to be dismissed for their defaults and failure to perform their duties.
	Chapter 12 General Manager and Deputy General Manager of the Company		Chapter 12 Presidents and Officers of the Company	Other Senior
	Article 12.3 The tenure of the_general manager and deputy_ general manager is three (3) years, which is renewable upon re-appointment.		Article 12.3 The tenure of the_presidents and other senior_ _officers_is three (3) years, which is renewable upon re-appointment.
	Article 12.10 The_general manager, deputy general managers_		Article 12.10 The_presidents_ and other senior officers_can_

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	and other senior officers_shall give the Board_ written notice three (3) months prior to their resignation.		resign prior to the expiry of their term, specific procedures and measures for such resignation shall be subject to the agreement made in the labor contract between them and the Company.
	resignation.
	Article 16.17 The profit distribution policies and decision- making process for profit distribution proposal of the Company: …… (2) Form, condition and proportion of profit distribution of the Company: (a) The Company may distribute dividends in cash, in shares or in a combination of both cash and shares and distribution of profits by cash shall be a prioritized means. When the conditions for profit distribution by cash are met, profit distribution by cash shall be adopted. ……		Article 16.17 The profit distribution policies and decision- making process for profit distribution proposal of the Company: …… (2) Form, condition and proportion of profit distribution of the Company: (a) The Company may distribute dividends in cash, in shares or in a combination of both cash and shares and distribution of profits by cash shall be a prioritized means. When the conditions for profit distribution by cash are met, profit distribution by cash shall be adopted.Where the Company repurchases its shares by means of offer or centralized auction trading with the consideration in cash, it shall be deemed as cash dividend of the Company and be counted in the calculation of relevant proportion of cash dividend. ……
	Article 25.2 Unless the context of these Articles of Association otherwise requires, “announcement” referred to in these Articles of Association shall mean, in relation to announcements to holders of domestic shares or announcements to be published in the PRC as required by the relevant requirements and these Articles of Association, announcements published in the newspapers in the PRC as designated by the PRC laws and regulations or the securities regulatory authorities of the State Council; whereas in relation to		Article 25.2 Unless the context of these Articles of Association otherwise requires, “announcement” referred to in these Articles of Association shall mean, in relation to announcements to holders of domestic shares or announcements to be published in the PRC as required by the relevant requirements and these Articles of Association, announcements published in the newspapers in the PRC and_on the websites_as designated by the PRC laws and regulations or the securities regulatory authorities of the State Council; whereas in relation to announcements to holders of H shares or announcements to be published in Hong Kong as required by the relevant requirements and these Articles of Association,

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announcements to holders of H shares or such announcements published in accordance with the requirements of listing rules of the Hong announcements to be published in Hong Kong as Kong Stock Exchange on the Company’s website, required by the relevant requirements and these the website of Hong Kong Stock Exchange or Articles of Association, such announcements other websites as required from time to time by the listing rules of the Hong Kong Stock published in accordance with the requirements of Exchange . listing rules on the Company’s website, the website of Hong Kong Stock Exchange or other websites as required from time to time by the listing rules.

Notes:

1. The “……” above are existing provisions in the Articles of Association. As they are not involved in the proposed amendments, they are omitted herein.

1. In addition to the above amendments, taking into account the actual situation of the Company, the “manager” and “general manager” involved in the original Articles of Association are universally revised to “president”, and “deputy general manager” is universally revised to “vice-president”.

General

The proposed amendments to the Articles of Association are subject to the approval of the shareholders of the Company by way of special resolution at a general meeting (the “ General Meeting ”). A circular containing, among others, details of the aforementioned resolution and the notice of the General Meeting will be despatched to the shareholders as soon as practicable.

By order of the Board Hisense Home Appliances Group Co., Ltd. Tang Ye Guo Chairman

Foshan City, Guangdong, the PRC, 28 March 2019

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

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