Medlive Technology Co., Ltd. — Major Shareholding Notification 2005

Sep 15, 2005

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 the People’s Republic of China with limited liability)

(Stock Code: 921)

SHARE TRANSFER

The Company was informed on 13 September, 2005 that Guangdong Greencool had on 9 September, 2005 entered into the Transfer Agreement with Hisense in relation to a sale of approximate 26.43% interest in the Company.

At the request of the Company, trading in H Shares of the Company was suspended with effect from 10:00 a.m. on 16th June, 2005 pending the release of an announcement in relation to price sensitive information. Subject to the publication of a further announcement in relation to, amongst others, the financial, production and trading position of the Group, trading in shares of the Company will remain suspended until further notice. Trading in A Shares of the Company will also remain suspended until further notice.

On 13 September, 2005, Guangdong Kelon Electrical Holdings Company Limited (the “Company”) received from 青島海信空調有限公司 (Qingdao Hisense Air-Conditioner Company Limited) (“Hisense”) a copy (not original nor any related original authorised power of attorney document) of a transfer agreement (“Transfer Agreement”) dated 9 September, 2005 entered into between Hisense and the Company’s single largest shareholder Guangdong Greencool Enterprise Development Company Limited (“Guangdong Greencool”) in relation to a sale (the “Transfer”) by Guangdong Greencool to Hisense of 262,212,194 domestic legal person shares in the Company (“Sale Shares”) representing 26.43% of the Company’s total issued share capital as at the date hereof.

The principal terms of the copy of the Transfer Agreement which the Company has received are extracted below.

Transferor : Guangdong Greencool Appointee : 全國工商業聯合會 (the National Association of Industry and Commerce) Transferee : Hisense Date : 9 September 2005 Sale Shares : 262,212,194 domestic legal person shares in the Company representing 26.43% of the Company’s total issued share capital as at the date hereof

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Consideration and terms of payment

• (1) The consideration of the Sale Shares was determined based on the audited net asset value of the Sale Shares. Based on the 2005 interim report of the Company, the consideration was determined as RMB900 million (equivalent to approximately RMB3.432 per share) subject to adjustment. An initial deposit in the amount of RMB500 million is to be paid within 7 business days of the Transfer Agreement taking effect, of which RMB20 million is to be paid, within 7 business days of the date of the Transfer Agreement, into a jointly held account opened under the names of 全國工商業聯合 會(the National Association of Industry and Commerce) and Hisense. Such deposit cannot be drawn unless and until the Transfer Agreement taking effect.

• (2) The balance of the consideration will be adjusted in accordance with 26.43% of the difference between the book value of the Company’s net asset value and the Company’s net asset value as at 31 August, 2005 as determined by an auditor jointly appointed by Guangdong Greencool and Hisense. Hisense is required to pay the balance of the adjusted consideration to Guangdong Greencool within 7 days of the transfer of the Sale Shares.

Conditions

The completion of the Transfer Agreement is conditional upon:

• (a) approval by 青島市國資委 (State Investment Committee of Qingdao City) of the Transfer;

• (b) completion and disclosure of an acquisition report relating to the Transfer;

• (c) approval by 商務部 (Ministry of Commerce) of the Transfer.

Hisense may waive all or any of the above conditions.

In addition to the conditions stated above, the Transfer Agreement is also subject to requirements of the relevant securities regulations and approval from the relevant authorities.

Sale Shares

On 3 August 2005, the Company was informed by 中國證券登記結算有限責任公司深圳分公司(China Securities Registration Settlement Company Limited, Shenzhen Branch) that 262,212,194 domestic legal person shares in the Company representing 26.43% of the Company’s total issued share capital held by Guangdong Greencool had been frozen by the intermediate people’s court of Shenzhen City from 28 July 2005 to 27 July 2006.

Under the Transfer Agreement, Guangdong Greencool and Hisense have agreed to jointly use their endeavours to remove such and other restrictions on the Sale Shares within two months of the date of the Transfer Agreement.

Information on Hisense

1. To the best knowledge of the directors of the Company, there is no relationship between Hisense and Guangdong Greencool.

2. Hisense does not have any direct or indirect interest in the Company’s shares before the signing of the Transfer Agreement.

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1. Hisense is the subsidiary of Hisense Group which through 青島海信電子產業控股股份有限公司 (Qingdao Hisense Electric Manufacturing Holdings Group Company Limited) indirectly holds 93% equity interest of Hisense.

2. 海信電器(Hisense Electrical Appliance) is a listed company whose A shares are listed on the Shanghai Stock Exchange and which is held as to 58.72% by the Hisense Group.

3. Hisense and 海信電器 (Hisense Electrical Appliance) are connected parties which are under the control of the same beneficial controller, Hisense Group.

4. The principal activities of Hisense are research and manufacturing of air-conditioner, injection moulds and provision of after-sale repairing services for its products.

At the request of the Company, trading in H Shares of the Company was suspended with effect from 10:00 a.m. on 16th June, 2005 pending the release of an announcement in relation to price sensitive information. Subject to the publication of a further announcement in relation to, amongst others, the financial, production and trading position of the Group, trading in shares of the Company will remain suspended until further notice. Trading in A Shares of the Company will also remain suspended until further notice.

By order of the Board of Guangdong Kelon Electrical Holdings Company Limited Liu Cong Meng Vice 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 non-executive directors are Mr. Chan Pei Cheong, Andy, Mr. Li Kung Man and Mr. Xu Xiao Lu.

As disclosed in the Company’s announcements dated 1, 4, 12, 26, 30 and 31 August, 2005 and 12 September, 2005, Mr. Gu Chu Jun (“Mr. Gu”) and Mr. Yan You Song (“Mr. Yan”) are being formally investigated by the PRC police department and are subject to procedures adopted by the PRC police department in connection with criminal offences. The Company has been informed on 30 August, 2005 that Mr. Zhang Hong, a director, has also been formally investigated by the PRC police department and subject to procedures for alleged economic crime since 2 August 2005. None of them can be contacted as at the date hereof. As such, Mr. Gu, Mr. Yan and Mr. Zhang Hong do not accept responsibility for the contents of this announcement.

Foshan City, Guangdong, the PRC, 14th September, 2005

“Please also refer to the published version of this announcement in China Daily”

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