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Medlive Technology Co., Ltd. Proxy Solicitation & Information Statement 2006

May 12, 2006

50436_rns_2006-05-12_ae8aa425-8a7e-4554-9c89-8188c7bb1932.pdf

Proxy Solicitation & Information Statement

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GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED

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

(Stock Code: 0921)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 26 JUNE 2006

The number of H shares to which this proxy form relates: (Note 1) I/We (Note 2) of

being the registered holder(s) of H shares (Note 3) in Guangdong “Company”), hereby appoint the chairman of the Extraordinary General Meeting of the Company (the “EGM”) or

H shares (Note 3) in Guangdong Kelon Electrical Holdings Company Limited (the

(Note 4)

as my/our proxy or proxies to attend at, and vote for me/us and on my/our behalf at the EGM (or any adjournment thereof) to be held at the conference room of the Company’s head office, No. 8, Ronggang Road, Ronggui, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China at 10:30 a.m. on 26 June 2006 to vote on the undermentioned resolutions as indicated.

Failure to complete the boxes will entitle my/our proxy to vote at his/her discretion:

(1)
To consider and approve as ordinary resolutions:
(a)
To approve, ratify and confirm the transactions conducted by the Company pursuant to the
sales agency agreement entered into by the Company and
(Qingdao
Hisense Marketing Company Limited) (“Hisense Agent”) on 16 September 2005 (the “Sales
Agency Agreement”) as amended by the first supplemental agreement (the “First Supplemental
Agency Agreement”) and the second supplemental agreement to the Sales Agency Agreement
(the “Second Supplemental Agency Agreement”) entered into between the Company and
Hisense Agent on 26 September 2005 and 1 April 2006, respectively;
(b)
To approve, ratify an
take all actions and
opinions under neces
validate anything rel
Agreement and the S
d confirm that any executive directors of the Company are authorised to
carry out execution of all documents in accordance with their personal
sary, required and appropriate conditions, in order to implement and
ated to the Sales Agency Agreement, the First Supplemental Agency
econd Supplemental Agency Agreement;
(c)
To consider and app
Company;
rove the removal of Mr. Gu Chu Jun as an executive director of the
(d)
To consider and appr
Company;
ove the removal of Mr. Yan You Song as an executive director of the
(e)
To consider and app
Company;
rove the removal of Mr. Zhang Hong as an executive director of the
(f)
To consider and appr
Sixth board of direct
Yu;
ove the appointment of Ms. Yu Shu Min as an executive director of the
ors of the Company and the level of emoluments to be received by Ms.
(g)
To consider and appr
Sixth board of direct
Tang;
ove the appointment of Mr. Tang Ye Guo as an executive director of the
ors of the Company and the level of emoluments to be received by Mr.
(h)
To consider and appr
Sixth board of direct
Xiao;
ove the appointment of Mr. Xiao Jian Lin as an executive director of the
ors of the Company and the level of emoluments to be received by Mr.
(i)
To consider and appr
Sixth board of direct
Zhang;
ove the appointment of Mr. Zhang Ming as an executive director of the
ors of the Company and the level of emoluments to be received by Mr.
(j)
To consider and appro
board of directors of
ve the appointment of Mr. Su Yu Tao as an executive director of the Sixth
the Company and the level of emoluments to be received by Mr. Su;
(k)
To consider and appr
board of directors of
ove the appointment of Mr. Lin Lan as an executive director of the Sixth
the Company and the level of emoluments to be received by Mr. Lin;
(l)
To consider and ap
non-executive direct
emoluments to be rec
prove the appointment of Mr. Zhang Rui Jia as an independent
or of the Sixth board of directors of the Company and the level of
eived by Mr. Zhang;
(m)
To consider and app
non-executive direct
emoluments to be rec
rove the appointment of Mr. Zhang Sheng Ping as an independent
or of the Sixth board of directors of the Company and the level of
eived by Mr. Zhang; and
(n)
To consider and appr
director of the Sixth
received by Mr. Lu.
ove the appointment of Mr. Lu Qing as an independent non-executive
board of directors of the Company and the level of emoluments to be
Signed this day of Signature (Note 6):

Notes:

  1. Please fill in the number of H shares relevant to this proxy form. Failure to fill in the aforesaid number of shares will result in this proxy form being deemed to relate to all shares registered in your name(s). 2. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.

  2. Please insert the number of all the H shares in the Company registered in your name(s) and delete if appropriate.

  3. If any proxy other than the chairman is preferred, please strike out “chairman of the Extraordinary General Meeting of the Company” herein inserted and insert the name and address of the proxy or proxies desired in the space provided. A shareholder is entitled to appoint any person(s) to be his/her proxy or proxies. The proxy or proxies does/do not need to be a shareholder of the Company. Any alteration made to this form of proxy must be initialled by the person who signs it .

  4. Important: If you wish to vote for any resolution, please place a “” in the box marked “FOR” provided for such resolution. If you wish to vote against a resolution, please place an “X” in the box marked “AGAINST” provided for such resolution . Failure to complete either of the abovementioned boxes will entitle your proxy to cast your vote(s) or abstain at his or her discretion.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing or, if the appointor is a corporation, must be executed under its common seal or under the hand of an officer or attorney of the corporation duly authorised in writing.

  6. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Secretary’s Office of the Board of the Directors of the Company at No. 8 Ronggang Road, Ronggui, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China not less than 24 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be).

  7. Completion and delivery of this form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so wish.

Guangdong Kelon Electrical Holdings Company Limited 10 May, 2006