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Medlive Technology Co., Ltd. — Major Shareholding Notification 2001
Nov 1, 2001
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Download source fileThe Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
CHANGE OF SINGLE LARGEST SHAREHOLDER
The Board announces that it has been informed by GKG, the existing single largest shareholder of the Company holding 337,915,755 legal person shares in the Company representing approximately 34.06% of the existing issued share capital of the Company, that it has entered into a sale and purchase agreement with Greencool on 29 October 2001 pursuant to which GKG has agreed to sell to Greencool a total of 204,775,755 legal person shares in the Company, representing approximately 20.64% of the existing issued share capital of the Company for a total consideration of RMB560,000,000.
Following Completion, which is conditional upon satisfaction of certain requirements, Greencool will become the single largest shareholder of the Company.
Trading in the shares of the Company was suspended at the request of the Company with effect from 10:00 a.m. on Tuesday, 30 October 2001 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading of the shares of the Company with effect from 10:00 a.m. on Thursday, 1 November 2001.
THE SALE AND PURCHASE AGREEMENT DATED 29 OCTOBER 2001
Parties
Vendor: GKG
Purchaser: Greencoo1
Sale Shares
204,775,755 legal person shares of RMB1.00 each in the Company representing approximately 20.64% of the existing issued share capital of the Company
Consideration
The total consideration for the Sale Shares is RMB560,000,000.
Completion
Completion will take place once the requirements under the sale and purchase agreement have been satisfied (which is expected to be within 90 days from 29 October 2001), which include:-
(a) compliance by the Company with all disclosure requirements of the relevant regulatory authorities;
(b) the convening and holding of a Board meeting whereupon changes to the existing Board will be proposed (as at the date of this announcement no specific changes have been confirmed); and
(c) the convening and holding of a shareholders' meeting to consider, and if thought fit, approve changes to the existing Board of the Company.
Following the said shareholders' meeting, the Company will make a further announcement giving details of the changes to the Board.
The Company has not been notified by Greencool of any changes or intended changes to the nature of the principal business of the Company and its subsidiaries.
SINGLE LARGEST SHAREHOLDER
Immediately following Completion, GKG will hold 13.42% of the existing issued share capital of the Company and Greencool will become the single largest shareholder of the Company by virtue of its shareholding of 20.64% of the existing issued share capital of the Company.
Greencoo1 is not connected with GKG, the Company, the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates (as defined in the Rules Governing the Listing of Securities on the Stock Exchange).
RESUMPTION OF TRADING
Trading in the shares of the Company was suspended at the request of the Company with effect from 10:00 a.m. on 30 October 2001 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading of the shares of the Company with effect from 10:00 a.m. on 1 November 2001.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following terms and expressions shall have the following respective meanings:
"Board" board of directors of the Company;
"Company" Guangdong Kelon Electrical Holdings Company Limited;
"Completion" completion of the sale and purchase of the Sale Shares;
"GEM" Growth Enterprise Market of the Stock Exchange;
"GKG" Guangdong Kelon (Ronsheng) Group Company Limited;
"Greencool" Greencool Enterprise Development Company Limited (順德市格林柯爾企業發展有限公司) , a limited liability company incorporated in the People's Republic of China (which is not listed on GEM) . The controlling shareholder of Greencool, Mr. Gu Chu Jun, is also the ultimate controlling shareholder of Greencool Technology Holdings Limited (which is listed on GEM). However, Greencool Technology Holdings Limited and Greencool are otherwise unrelated;
"Sale Shares" 204,775,755 legal person shares of RMB 1.00 each in the capital of the Company; and
"Stock Exchange" The Stock Exchange of Hong Kong Limited.
By the order of the Board of
Guangdong Kelon Electrical Holdings Company Limited
Ms Carol Yu
Company Secretary
Shunde Guangdong PRC, 31 October 2001
Please also refer to the published version of this announcement in the i-Mail.