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Medlive Technology Co., Ltd. Proxy Solicitation & Information Statement 2005

Jun 9, 2005

50436_rns_2005-06-09_dc3745f1-6ff4-4047-b6c7-856074e1a6b5.pdf

Proxy Solicitation & Information Statement

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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: 0921)

FURTHER NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING OF HOLDERS OF OVERSEAS-LISTED FOREIGN SHARES IN 2005

Guangdong Kelon Electrical Holdings Company Limited (the “Company”) announced on 28 April 2005 that the 2004 Annual General Meeting, Second Extraordinary General Meeting of Holders of Domestic Shares in 2005 and Second Extraordinary General Meeting of Holders of Overseas-listed Foreign Shares in 2005 will be held on 28 June 2005. According to Article 8.10 of the Articles of Association of the Company, if the number of shareholders intending to attend the general meetings represent less than half of the total number of shares of the Company conferring rights to vote thereat, the Company has to notify shareholders of the relevant businesses to be transacted, date and venue of the meetings in the form of a public announcement. The Company hereby announces the relevant matters of the Second Extraordinary General Meeting of Holders of Overseas-listed Foreign Shares (“H Shares”) (“2nd H Shareholders EGM”) as follows:

(1) General information of the meeting

  1. Date and time: 10:30, 28 June 2005, Tuesday

  2. Venue: Conference Room in the head office of the Company in Shunde District, Foshan City, Guangdong Province, the PRC

  3. Convenor: Board of Directors of the Company

  4. Procedure: By poll

(2) Matters to be transacted

  1. to consider and, if thought fit, pass the following resolution as a special resolution:

To grant to the Board of Directors of the Company general mandate to repurchase H Shares of the Company using the internal resources of the Company.

For details of the resolution above, please refer to China Securities Daily and Securities Daily published on 30 April 2005 and Hong Kong Commercial Daily and China Daily on 29 April 2005.

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(3) Persons eligible for the meeting

  1. Holders of the Company’s H Shares whose names appeared on the shareholders’ register of the Company at the close of business of 27 May 2005 are eligible to attend the 2nd H Shareholders EGM by person or by their appointee(s), provided that they have returned the reply slip (refer to annex 1) for the meeting on or before 8 June 2005 (within the periods from 8:30 to 11:00 and 13:30 to 16:30) and have lodged the relevant transfers and share certificates to Computershare Hong Kong Investor Services Limited at or before 16:00, 27 May 2005;

  2. Directors, supervisors and senior management of the Company; and

  3. Professionals engaged by the Company.

(4) Registration for the 2nd H Shareholders EGM

  1. Shareholders wishing to attend the 2nd H Shareholders EGM shall have returned the reply slip to the Company in person, by post or fax on or before 8 June 2004 (within the periods from 8:30 to 11:00 and 13:30 to 16:30).

  2. The share register of the Company is closed from 28 May 2005 to 28 June 2005. To be eligible for the 2nd H Shareholders EGM, H shareholders shall have lodged the relevant transfers and share certificates to Computershare Hong Kong Investor Services Limited at or before 16:00, 27 May 2005.

(5) Reminder

  1. Shareholders attending the 2nd H Shareholders EGM shall be responsible for their transportation and accommodation costs.

(6) Contact Information

Address of the Secretariat for the Board of Directors of the Company:

Secretariat for the Board of Directors of Guangdong Kelon Electrical Holdings Company Limited No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province, the PRC Tel: (0757) 28362570 28362148

Fax: (0757) 28361055 Postal code: 528303 Contact persons: Yu Wan Li, Li Lin

By order of the Board of

Guangdong Kelon Electrical Holdings Company Limited Gu Chu Jun Chairman

Foshan City, Guangdong, the PRC, 9 June, 2005

As at the date of this notice, 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 nonexecutive directors are Mr. Chan Pei Cheong, Andy, Mr. Li Kung Man and Mr. Xu Xiao Lu.

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ANNEX 1: REPLY SLIP

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: 0921)

REPLY SLIP FOR THE 2ND H SHAREHOLDERS EGM OF GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED

Pursuant to the Articles of Association of the Company, the Company Law of the People’s Republic of China and the relevant regulations, all shareholders of the Company intending to attend the 2nd H Shareholders EGM of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) shall complete the following reply slip:

Name: Shareholding: Shares ID card No.: Tel.: Address: Date: Signature: Notes:

  1. H shareholders whose names appeared in the shareholders’ register of the Company at the close of business of 27 may 2005, Friday.

  2. Please complete this slip in BLOCK letters. Copies of this slip are acceptable.

  3. Please attach a copy of your identity card.

  4. Please attach a copy of document evidencing your shareholding.

  5. This slip should be returned to the Company on or before 8 June 2005 in person, by post or by fax.

  6. (1) For lodging in person or by post, please address to:

Secretariat for the Board of Directors of Guangdong Kelon Electrical Holdings Company Limited No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province, the PRC Postal code: 528303

  • (2) For lodging by fax, please send to:

Guangdong Kelon Electrical Holdings Company Limited Fax: 86-757-28361055

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ANNEX 2: FORM OF PROXY

Mr./Ms. is hereby delegated in full as the proxy to attend and vote on behalf of my company (me) at the 2nd H Shareholders EGM of Guangdong Kelon Electrical Holdings Company Limited.

Signature (seal) of shareholder: ID card no. of shareholder: Shareholdings of shareholder: Shareholder’s account no.: Signature of proxy: ID card no. of proxy: Date: 2005

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

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