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

Feb 1, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A notice convening the extraordinary general meeting (the “EGM”) of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) to 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”) on 19 March 2007 at 9:30 a.m. is set out on pages 4 to 6 of this circular. If you are not able to attend the meeting in person, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon and lodge the same 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 not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof if you so wish.

31 January 2007

CONTENTS

			Page
**Letter **	from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Notice **	of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4

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LETTER FROM THE BOARD

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)

Executive Directors:

Mr. Tang Ye Guo Ms. Yu Shu Min Mr. Yang Yun Duo Mr. Wang Shi Lei Mr. Xiao Jian Lin Mr. Lin Lan

Registered office: No. 8 Ronggang Road Ronggui Street Shunde District Foshan City Guangdong Province China

Independent non-executive Directors:

Mr. Zhang Sheng Ping

Mr. Lu Qing

Mr. Cheung Yui Kai, Warren

Principal place of business in Hong Kong: Room 2502-2505 Harbour Centre 25 Harbour Road Wanchai Hong Kong

To the Shareholders

Dear Sir or Madam,

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the EGM which, upon approval, would enable the Company to amend its articles of association.

AMENDMENT TO THE ARTICLES OF ASSOCIATION

Pursuant to the requirements of the “Notice on the Regulation of External Guarantees of Listed Companies” issued by the China Securities Regulatory Committee, the directors of the Company wish to propose a special resolution at the EGM to amend the articles of association of the Company set out in the notice of EGM.

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LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

A notice of the EGM is set out on pages 4 to 6 of this circular. In addition to the proposed amendment to the articles of association of the Company, the following resolutions will also be considered in the EGM:

• (i) To consider and approve the Equity Transfer Memorandum of Understanding dated 31 October 2006 entered between the Company, (Chengdu Engine (Group) Co., Ltd), (Chengdu Kelon Refrigerator Co., Ltd), (Chengdu Xinxing Electrical Appliance Co., Ltd) and the connected transaction contemplated thereunder (For details of this resolution, please refer to the announcement of the Company published in “China Securities Journal”, “Securities Times”, “Hong Kong Commercial Daily” and “China Daily” on 3 November 2006);

• (ii) To consider and approve the loan guarantees to be provided by the Company in the total sum up to RMB1.566 billion to the subsidiaries of the Company in respect of the grant of general credit facilities for the year 2007 (For details of this resolution, please refer to the announcement of the Company published in “China Securities Journal”, “Securities Times”, “Hong Kong Commercial Daily” and “China Daily” on 1 February 2007); and

• (iii) To consider and approve the loan guarantees to be provided by the Company in the total sum up to RMB267,000,000 to the distributors of the Company for the year 2007 (For details of this resolution, please refer to the announcement of the Company published in “China Securities Journal”, “Securities Times”, “Hong Kong Commercial Daily” and “China Daily” on 1 February 2007).

A form of proxy for use at the EGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be lodged with in accordance with the instructions printed thereon and lodge the same 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 not less than 24 hours before the time fixed for holding the meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the EGM or any adjournment thereof if they so wish.

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LETTER FROM THE BOARD

PROCEDURE TO DEMAND A POLL

In accordance with article 8.28 of the articles of association of the Company, a poll may be demanded in any general meeting of the Company by:

• (A) the chairman of the meeting; or

• (B) at least two Shareholders with voting rights or their representative; or

• (C) individual or a group of Shareholders (including their representatives) holding 10% or more of the voting rights present in that general meeting.

BOARD APPROVAL

The Board has convened a meeting by way of written resolutions on 26 January 2007 and approved the resolution in relation to, among others, the amendment to the articles of association of the Company.

Yours faithfully,

By Order of the Board of

Guangdong Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman

31 January 2007

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NOTICE OF THE EGM

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)

NOTICE OF 2007 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2007 second extraordinary general meeting (the “EGM”) of Guangdong Kelon Electrical Holdings Company Limited (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”) on 19 March 2007 at 9:30 a.m. to review and, if thought fit, pass the following resolutions:

ORDINARY RESOLUTION

• (1) To consider and approve the Equity Transfer Memorandum of Understanding dated 31 October 2006 entered between the Company, (Chengdu Engine (Group) Co., Ltd), (Chengdu Kelon Refrigerator Co., Ltd), (Chengdu Xinxing Electrical Appliance Co., Ltd) and the connected transaction contemplated thereunder (Note 1);

SPECIAL RESOLUTIONS

• (2) To consider and approve the loan guarantees to be provided by the Company in the total sum up to RMB1.566 billion to the subsidiaries of the Company in respect of the grant of general credit facilities for the year 2007 (Note 1);

• (3) To consider and approve the loan guarantees to be provided by the Company in the total sum up to RMB267,000,000 to the distributors of the Company for the year 2007 (Note 1); and

• (4) To consider and approve the amendments to be made to the articles of association of the Company (Note 2).

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NOTICE OF THE EGM

SUSPENSION OF TRADING IN THE H SHARES

At the request of the Company, trading in the H shares was suspended with effect from 10:00 a.m. on 16 June 2005 until further notice.

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

Chairman

Foshan City, Guangdong, the PRC, 31 January 2007

As at the date of this circular, the Company’s executive directors are Mr. Tang Ye Guo, Mr. Xiao Jian Lin, Mr. Yang Yun Duo, Mr. Wang Shi Lei and Mr. Lin Lan; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.

Notes:

• (1) For details of resolution numbered (1), please refer to the announcement of the Company published in “China Securities Journal”, “Securities Times”, “Hong Kong Commercial Daily” and “China Daily” on 3 November 2006. For details of resolutions numbered (2) to (3), please refer to the announcements of the Company published in “China Securities Journal”, “Securities Times”, “Hong Kong Commercial Daily” and “China Daily” on 1 February 2007.

• (2) In respect of resolution number (4), in order to comply with the requirements of “Notice on the Regulation of External Guarantees of Listed Companies” issued by the China Securities Regulatory Commission, the Company will delete the following sentences in article 10.16 of the articles of association of the Company:

“Any external guarantee provided by the Company shall either be approved by more than two thirds of all members of the board of directors or by the shareholder’s general meeting.

The Company shall not directly or indirectly provide any debt guarantee to any entity with a gearing ratio of over 70%, or to any of its controlling shareholders, to other related parties in which the Company holds interests of less than 50%, or any non-legal person entity or individual. The total amounts of external guarantees provided by the Company shall not exceed 50% of the value of the net assets in its combined accounting statements for the latest accounting year. The Company shall require the guaranteed party to provide counter-guarantee for any of its external guarantee, and the provider of such counter-guarantee shall have actual ability to assume its obligations under the counter-guarantee.”

After deleting the aforesaid sentences, article 10.16 of the articles of association of the Company shall read as follows:

“Article 10.16 In the event of disposal of assets by the board of directors, if the aggregated sum of the expected value of the fixed assets to be disposed of and the realized value of the disposed fixed assets within four months prior to such a disposal proposal exceeds 33% of the value of the fixed assets shown on the latest balance sheet reviewed in the shareholders’ general meeting, the board of directors shall not dispose of or agree to dispose of such fixed assets without obtaining an approval in the shareholders’ general meeting.

The disposal of fixed assets referred to in this article includes the transfer of certain interests of assets, but excludes the use of fixed assets as collateral for the provision of guarantees.

The validity of transactions conducted by the Company in the disposal of fixed assets shall not be affected by the breach of the fist paragraph of this article.”

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NOTICE OF THE EGM

• (3) H shares shareholders intending to attend the second EGM shall give written reply slip, as attached, to the Company (which may be delivered by person, post or fax) which shall be lodged at the registered office of the Company on or before 27 February 2007. To qualify for attendance at the second EGM, all H shares shareholders 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 16 February 2007 for registration.

• (4) Shareholders entitled to attend and vote at the second EGM 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 EGM.

• (5) Notice of the holders of domestic shares and 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 16 February 2007 (including holders of H Shares of the Company who have submitted verification transfer forms on or before 16 February 2007) will be entitled to attend the second EGM. The register of members of the Company will be closed from 17 February 2007 to 19 March 2007 (both days inclusive).

• (6) The place for registration is: Securities Department, Guangdong 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 persons: Li Lin, Lv Yan Song, Mei Shi Liang

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