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Medlive Technology Co., Ltd. Proxy Solicitation & Information Statement 2007

Dec 30, 2007

50436_rns_2007-12-30_26d12b70-a2f6-4b00-9061-d35831420d16.pdf

Proxy Solicitation & Information Statement

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HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED 海信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)

NOTICE OF CLASS MEETING OF H SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the class meeting of the H Shareholders (“Class Meeting of H Shareholders”) of Hisense Kelon Electrical Holdings Company (the “Company”) will be held at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China (the “PRC”) at 3:00 p.m. on 15 February 2008 (or immediately after the conclusion or adjournment of the class meeting of the Shareholders of the A Shares for the purpose of considering and, if thought fit, approving with or without modification, the following resolutions. Unless otherwise defined, capitalised terms used in this notice and the following resolutions shall have the same meanings as those defined in the circular of the Company dated 31 December 2007:

Resolutions in relation to the Acquisition

SPECIAL RESOLUTIONS

  1. THAT each of the following items in relation to the Acquisition be and is hereby approved”

    • (a) “ THAT the proposal for the Acquisition be and is hereby approved.”

    • (b) “Method of issue: THAT the non-public issue of A Shares be and is hereby approved.”

    • (c) “Type of shares to be issued: THAT the issue of A Shares denominated in Renminbi in the ordinary share capital of the Company be and is hereby approved.”

    • (d) “Nominal value of shares: THAT the issue of A Shares with a par value of RMB1.00 each be and is hereby approved.”

    • (e) “Size of the issue: THAT the issue of 364,097,421 A Shares be and is hereby approved.”

    • (f) “Target subscribers: THAT the issue of A Shares to Qingdao Hisense be and is hereby approved.”

    • (g) “Issue price: THAT the issue price of RMB6.98 per A Share be and is hereby approved.”

    • (h) “Lock up arrangement: THAT the A Shares issued to Qingdao Hisense will not be traded or transferred for a period of 36 months from the date of issue be and is hereby approved.”

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  • (i) “Validity of the resolutions: THAT the resolutions in relation to the Acquisition remain valid for a period of twelve months following the approval by the Shareholders at the EGM be and is hereby approved.”

  • (j) “Profit distribution arrangement: THAT all Shareholders (including those holders of A Shares to be issued hereof) be entitled to share all undistributed profits of the Company immediately before the issue of A Shares be and is hereby approved.”

Suspension of trading in the H Shares

At the request of the Company, trading in the H shares of the Company was suspended from 28 April 2005 to 10 May 2005, and has remained suspended since 10:00 a.m. on 16 June 2005, initially following various press releases regarding the investigation by the CSRC on Greencool Technology Holdings Limited in connection with the possible misappropriation of funds of the Company. Greencool Technology Holdings Limited was then an indirect shareholder of the Company controlled by Mr. Gu Chu Jun, who was the then executive director and chairman of the Company and the controlling shareholder of Guangdong Greencool Enterprise Development Company Limited, the then single largest shareholder of the Company.

The Company is currently reviewing the relevant documents in relation to the suspension of H Shares, the events leading to such suspension and the actions taken by the Company and will submit a resumption proposal to the Stock Exchange as soon as practicable.

By Order of the Board of Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman

Foshan City, Guangdong, the PRC, 31 December 2007

Notes:

  • (1) H Shares Shareholders intending to attend the Class Meeting of H Shareholders shall give written reply slip, as attached, to the Company (which may be delivered in person, by post or by fax) which shall be lodged at the registered office of the Company on or before 25 January 2008. To qualify for attendance at the Class Meeting of H Shareholders, all H Shares transfers accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar in Hong Kong, Hong Kong Registrars Limited of Rooms 1712-1716, 17/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:00 p.m. on 15 January 2008 for registration.

  • (2) Shareholders entitled to attend and vote at the Class Meeting of H Shareholders are entitled to appoint one or more persons (whether or not a Shareholder of the Company) as their proxy to attend and vote on behalf of themselves. In order to be valid, the form of proxy, together with a duly notarised power of attorney or other document of authority, if any, under which the form is signed must be deposited at the registered office of the Company not later than 24 hours before the time for holding the Class Meeting of H Shareholders.

  • (3) Holders of H Shares of the Company whose names appear on the register of members of the Company as at or before the close of business of 15 January 2008 (including holders of H Shares of the Company who have submitted verification transfer forms on or before 15 January 2008) will be entitled to attend the Class Meeting of H Shareholders. The register of members of the Company will be closed from 16 January 2008 to 15 February 2008 (both days inclusive).

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  • (4) The place for registration is: Securities Department, Hisense Kelon Electrical Holdings Company Limited, No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province. Postal code: 528303 Tel: (86) 757 2836 2570 Fax (86) 757 2836 1055 Contact person: Li Lin, Lv Yan Song, Mei Shi Liang.

  • (5) Appointment of proxies

    • (i) Each shareholder who has the right to attend and vote at the Class Meeting of H Shareholders is entitled to appoint one or more proxies, whether they are Shareholders or not, to attend and vote on his behalf at the Class Meeting of H Shareholders. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.

    • (ii) Proxies of the Shareholders must be appointed in writing and the appointment must be signed by the Shareholders or their agents who have been duly authorised in writing. If the instrument of appointment of the proxy is signed by an agent of the Shareholder, the power of attorney or other authority of the agent must be notarially certified. In order to be valid, the notarially certified copy of such power of attorney or other authority, together with the instrument of appointment of the proxy, shall be deposited at the Company’s branch share registrar, Hong Kong Registrars Limited at the address given in Note (1) above, not less than 24 hours before the time appointed for holding of the Class Meeting of H Shareholders.

  • (6) Shareholders attending the Class Meeting of H Shareholders are responsible for their own transportation and accommodation expenses.

  • (7) Voting on the resolutions to approve the Acquisition will be conducted by way of poll as required under the Listing Rules.

  • (8) Qingdao Hisense, its associates and parties acting in concert with it will abstain from voting in respect of resolutions no. 1(a) to 1(j) proposed to be considered and approved at the Class Meeting of H Shareholders.

As at the date of this announcement, the Company’s executive directors are Mr. Tang Ye Guo, Mr. Yang Yun Duo, Mr. Wang Shi Lei, Ms. Yu Shu Min, Mr. Lin Lan and Ms. Liu Chun Xin; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.

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