Medlive Technology Co., Ltd. — Major Shareholding Notification 2002

Apr 18, 2002

The 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

廣東科龍電器股份有限公司

(A joint stock limited company incorporated in People's Republic of China with limited liability)

CHANGE OF THE SINGLE LARGEST SHAREHOLDER

Summary

GKG and Greencool entered into a sale and purchase agreement and a supplemental sale and purchase agreement dated 29 October 2001 and 5 March 2002 respectively, under which GKG sold to Greencool 204,775,755 legal person shares of RMB 1.00 each in the Company representing approximately 20.64% of the existing issued share capital of the Company, for an aggregate consideration of which is RMB348,000,000.

As announced by the Company on 13 March 2002, the Sale Shares were pledged to Greencool and were subject to a judicial freezing order pursuant to an application by順德市容桂農村信用合作社, a creditor of GKG. Greencool on 17 April 2002 cancelled the pledge created ver the Sale Shares and the Foshan Intermediate People's Court on 17 April 2002 granted a judicial order releasing the judicial freezing order over the Sale Shares. If the transfer of the Sale Shares is completed, Greencool will be the single largest shareholder of the Company.

Background

GKG and Greencool entered into a sale and purchase agreement and a supplemental sale and purchase agreement dated 29 October 2001 and 5 March 2002 respectively, under which GKG sold to Greencool 204,775,755 legal person shares of RMB 1.00 each in the Company representing approximately 20.64% of the existing issued share capital of the Company, at a purchase price of RMB 1.70 per share, the aggregate consideration of which is RMB348,000,000.

Status of the Sale Shares

As announced by the Company on 13 March 2002, the Sale Shares were pledged to Greencool and were subject to a judicial freezing order pursuant to an application by順德市容桂農村信用合作社, a creditor of GKG. Greencool on 17 April 2002 cancelled the pledge created over the Sale Shares and the Foshan Intermediate People's Court on 17 April 2002 granted a judicial order releasing the judicial freezing order over the Sale Shares. Greencool and GKG will arrange for the completion of the transfer of the Sale Shares to Greencool.

In relation to the freezing order in respect of all dividends and entitlements attributable to GKG's 34.06% interest in the Company for the year 2001, the Company does not have any updated information as at the date of this announcement. Upon receipt of further information on the matter, the Company will make such further announcement.

Payment of the purchase consideration

As announced by the Company on 13 March 2002, under the Supplemental Agreement, Greencool would assume GKG's debt to the Company in an amount of RMB348,000,000 as settlement of the consideration for the transfer of the Sale Shares. As at the date of this announcement, Greencool has already paid an amount of RMB150,000,000 to the Company and the balance of RMB198,000,000 is expected to be paid by Greencool to the Company within 10 days after the transfer procedures of the Sale Shares have been completed by GKG and Greencool.

Shareholdings in the Company prior to the transfer of Sale Shares (as at 8 April 2002)

Name of Shareholder Number of shares held Percentage of the total issued

share capital of the Company

(%)

Guangdong Kelon (Rongsheng)

Group Company Limited 337,915,755 34.06

The Hongkong and Shanghai

Banking Corporation

Limited 109,265,594 11.01

Bank of China

(Hong Kong) Limited 37,957,000 3.83

Standard Chartered Bank 33,408,800 3.37

Citibank, N.A. 19,391,552 1.95

Guotai Junan Securities

(Hong Kong) Ltd. 15,395,000 1.55

Tai Fook Securities

Company Limited 12,394,000 1.25

XINDAS LIMITED 12,155,000 1.23

Shenyin Wanguo Securities

(H.K.) Limited 11,252,000 1.13

Hang Seng Securities Limited 11,095,000 1.12

Shareholdings in the Company immediately after the transfer of Sale Shares

Immediately upon completion of the transfer of the Sale Shares by GKG to Greencool, Greencool will be the single largest shareholder of the Company and GKG will be the second single largest shareholder of the Company.

Name of Shareholder Number of shares held Percentage of the total issued

share capital of the Company

(%)

Greencool Enterprise

Development Holdings Limited 204,775,755 20.64

Guangdong Kelon (Rongsheng)

Group Company Limited 133,140,000 13.42

Information on Greencool

Greencool is a limited liability company incorporated under the laws of the PRC with its address at 8th Floor, Rongshan Building, 88 Rongqi Road, Ronggui Town, Shunde. It was incorporated in October 2001 and its principal business is to develop, manufacture, market and sell refrigerating equipment and spare parts and chlorofluorocarbon-free refrigerants; research and develop refrigerating technology; develop, manufacture, market and sell computers and internet broadband equipment. Its principal investors and their proportion of investment are Mr. Gu Chu Jun (90%) and Mr. Gu Shan Hong (10%). Its legal representative is Mr. Gu Chu Jun. Mr. Gu is also the founder of the Greencool group which is involved in high-tech environmental protection business and a substantial shareholder of Greencool Technology Holdings Limited, a company whose shares are listed on GEM, in which Mr. Gu controls approximately 62.5% interest. Greencoo1 is not connected with GKG.

The interests of Mr. Gu Chu Jun's associates in the Company

Prior to the completion of the transfer of the Sale Shares, 3,830,000 H shares in the Company are held by two subsidiaries of Greencool Technology Holdings Limited, representing approximately 0.39% of the Company's issued share capital. Under the Listing Rules, these two subsidiaries as well as Greencool are considered to be Mr. Gu's associates. Upon the completion of the transfer of the Sale Shares, an aggregate of 208,605,755 shares in the Company will be held by Mr. Gu's associates, representing approximately 21.03% of the issued capital of the Company.

Definitions

In this announcement, unless the context requires otherwise, the following terms and expressions shall have the following respective meanings:

"associates" has the meaning ascribed to it in the Listing Rules

"Board" board of directors of the Company

"Company" Guangdong Kelon Electrical Holdings Company Limited (廣東科龍電器股份有限公司), a company incorporated in the PRC with limited liabilities, which H shares are listed on the Hong Kong Stock Exchange and A shares are listed on the Shenzhen Stock Exchange

"GEM" Growth Enterprise Market of the Stock Exchange

"GKG" Guangdong Kelon (Rongsheng) Group Company Limited(廣東科龍(容聲)集團有限公司)

"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

"Hong Kong" The Hong Kong Special Administrative Region of the PRC

"Listing Rules" Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

"PRC" People's Republic of China, excluding Hong Kong, the Macau Special Administrative Region and Taiwan

"RMB" Renminbi, the lawful currency of the PRC

"Sale and Purchase the sale and purchase agreement dated 29

Agreement" October 2001, under which GKG sold the Sale Shares to Greencool

"Sale Shares" 204,775,755 legal person shares of RMB 1.00 each in the capital of the Company

"Hong Kong The Stock Exchange of Hong Kong Limited

Stock Exchange"

"Supplemental Agreement" the supplemental agreement dated 5 March 2002 amending the Sale and Purchase Agreement

By the order of the Board of

Guangdong Kelon Electrical Holdings Company Limited

Liu Cong Meng

Vice Chairman

Shunde, Guangdong, the PRC, 17 April 2002

"Please also refer to the published version of this announcement in the Hong Kong i-mail"