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Medlive Technology Co., Ltd. Proxy Solicitation & Information Statement 2008

Dec 4, 2008

50436_rns_2008-12-04_2b67083d-d46b-4613-89b8-a3f7ee66c771.pdf

Proxy Solicitation & Information Statement

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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: 00921)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the first 2009 extraordinary general meeting (the “EGM”) of Hisense Kelon Electrical Holdings Company Limited (the “Company”) will be held at the conference room on the Company’s head office, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China (the “PRC”) on 4 February 2009 at 10:00 a.m. to review and, if thought fit, pass the following as an ordinary resolution:

  • (1) To consider and approve the proposal of Mr. Zhou Xiao Tian (Note 1) as a director of the sixth board of directors of the Company.

Trading in the H shares of the Company

At the request of the Company, trading in the H shares of the Company was suspended with effect from 10:00 a.m. on 16 June 2005, pending the release of an announcement in relation to price-sensitive information of the Company.

The Company received a letter from the Stock Exchange dated 5 June 2008 agreeing that trading in the H shares of the Company be allowed to resume subject to the fulfilment of the conditions as set out in its letter to the satisfaction of the Stock Exchange prior to the resumption of trading in the H shares of the Company. Please refer to the announcement of the Company dated 6 June 2008 for details of such conditions. The Company has appointed an independent professional firm to conduct a review on the internal control system of the Company and its subsidiaries.

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

Foshan City, Guangdong, the PRC, 4 December 2008

As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Ms. Yu Shu Min, Mr. Lin Lan, Ms. Liu Chun Xin and Mr. Zhang Ming; 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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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

  • (1) Mr. Zhou Xiao Tian, aged 47, German. From 1978 to 1985, Mr. Zhou studied in the School of Energy and Power Engineering, Xi’an Jiaotong University, and obtained bachelor and master degrees. From 1989 to 1995, Mr. Zhou studied and taught in the University of Karlsruhe in Germany, and obtained a doctoral degree in engineering. From 1995 to March 2008, Mr. Zhou worked in BSH Bosch und Siemens Hausgeraete GmbH(德國博世西門子集團), and served as the engineer of refrigerant department of BSH Bosch und Siemens Hausgeraete GmbH, the department head of research and development department of refrigerator factory (Chuzhou, the PRC) of BSH Bosch und Siemens Hausgeraete GmbH, the general manager of the PRC technology center of BSH Bosch und Siemens Hausgeraete GmbH and the department manager of refrigerant department and refrigerant system department of BSH Bosch und Siemens Hausgeraete GmbH. From November 2006 to July 2008, Mr. Zhou also severed as the SecretaryGeneral (representing Germany) of Freezer and Compressor Sub-committee (SC61C) of the International Electrotechnical Commission (IEC). From March 2008 to date, he has served as the deputy president of the Company.

Save as disclosed above, Mr. Zhou has not held any directorship in any public listed companies in the past three years and Mr. Zhou does not hold any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Mr. Zhou does not have any relationship with any of the directors, senior management, substantial or controlling shareholders of the Company or its subsidiaries.

Mr. Zhou is to stand for election as the director of the Company. If elected, Mr. Zhou’s term of appointment will commence from the date of his appointment at the general meeting and terminate at the date of the expiration of the sixth session of the Board. If elected, Mr. Zhou will not be entitled to receive from the Company any remuneration or emoluments as the director of the Company.

Save as disclosed above, there is no other matter or information that needs to be disclosed to or brought to the attention of the shareholders of the Company in relation to Mr. Zhou’s proposed appointment pursuant to any of the requirements of 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

  • (2) H shares shareholders intending to attend the EGM shall give written reply slip, as attached, to the Company, which shall be lodged at the registered office of the Company on or before Thursday, 15 January 2009. To qualify for attendance at the 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 Monday, 5 January 2009 for registration.

  • (3) Shareholders entitled to attend and vote at the 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.

  • (4) 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 Monday, 5 January 2009 (including holders of H Shares of the Company who have submitted verification transfer forms on or before 5 January 2009) will be entitled to attend the EGM. The register of members of the Company will be closed from 6 January 2009 (Tuesday) to 4 February 2009 (Wednesday) (both days inclusive).

  • (5) 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 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 later than 24 hours before the time for holding the EGM.

  • (6) The registered address of the Company is: No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province.

Postal code: 528303 Tel: (86) 757 2836 2570 Fax: (85) 757 2836 1055 Contact person: Ms. Li Lin, Mr. Mei Shi Liang

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