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Medlive Technology Co., Ltd. — Proxy Solicitation & Information Statement 2008
Aug 7, 2008
50436_rns_2008-08-07_d7b25455-fe04-4966-9431-07be273b8e45.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: 00921)
SUPPLEMENTAL AND FURTHER NOTICE OF EXTRAORDINARY GENERAL MEETING
Hisense Kelon Electrical Holdings Company Limited (the “Company”) received two written requests from Qingdao Hisense Air-Conditioning Co., Ltd( the “Qingdao Hisense”) and Foshan City Shunde Disrict Economic Consultancy Company( the “Economic Consultancy”) on 7 August 2008 ,respectively. Qingdao Hisense, the largest shareholder of the Company which holds 234,375,922 shares of the Company, being approximately 23.63% of the total issued shares capital of the Company, requests that three additional resolutions (specified as ordinary resolutions 2 to 4 below) and Economic Consultancy, the shareholder of the Company which holds 63,923,804 shares of the Company, being approximately 6.45% of the total issued shares capital of the Company, requests that one additional resolution (specified as ordinary resolution 5 below) to be tabled before the forthcoming third 2008 extraordinary general meeting (the “EGM”) of the Company to be held on 26 August 2008 for shareholders’ consideration and approval, respectively.
SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM of the Company will be held as originally scheduled 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 26 August 2008 at 9:30 a.m. to review and, if thought fit, pass the following resolutions in addition to the resolution set out in the previous notice of the EGM dated 30 June 2008:
ORDINARY RESOLUTIONS
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(2) To consider and approve the Supplemental Business Co-operation Framework Agreement dated 23 June 2008 entered into between the Company and certain Subsidiaries of Hisense Group and the continuing connected transactions contemplated thereunder;
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(3) To consider and approve the Supply Financing Framework Agreement dated 30 July 2008 entered into between the Company and Hisense (Hong Kong)Company Limited and the continuing connected transactions contemplated thereunder;
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(4) To consider and approve the loan guarantees to be provided by the Company in the total sum up to
RMB10 million and RMB95 million to Guangdong Kelon Mould Company Limited and three distributors (Chengdu Hisense Kelon Electrical Sales Company Limited「成都海信科龍電器銷售有限 公司」 , Chongqing Hisense Kelon Electrical Sales Company Limited「重慶海信科龍電器銷售有限公 司」and Xinjiang Hisense Kelon Electrical Sales Company Limited「新疆海信科龍電器銷售有限公 司」 ) of the Companyin respect of the grant of general credit facilities for the year 2008 respectively;
(5) To consider and approve the appointment of Mr. Gao Zhong Xiang (Note) as the supervisor acting as representative of shareholders.
Pursuant to article 8.12 of the articles of association of the Company, where the number of voting shares represented by the shareholders who intend to attend a general meeting does not exceed half of the Company’s total number of voting shares, the Company shall further notify its shareholders about the agenda, date and venue of the general meeting by publishing an announcement. As notified, the Company will hold the general meeting at the time originally scheduled. Apart from adding the above-mentioned proposed resolutions in the agenda, the date and venue of the EGM and all other matters relating to the EGM will remain the same as disclosed in the notice of EGM dated 30 June 2008. (Please refer to the announcement dated 30 June 2008 published on the websites (http://www.hkex.com.hk and www.kelon.com )of The Stock Exchange of Hong Kong Limited and the Company, respectively.)
TRADING IN THE H SHARES OF THE COMPANY
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 China Securities and Regulatory Commission 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 has reviewed the relevant documents in relation to the suspension of trading of the H Shares, the events leading to such suspension and the actions taken by the Company and has submitted a resumption proposal to the Stock Exchange for review. 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.
By order of the Board of Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman
As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Mr. Wang Shi Lei, 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.
Foshan City, Guangdong, the PRC, 7 August 2008
Note : Mr.Gao Zhong Xiang, 40 years old, college degree, senior engineer, economist. He has worked at Zhenzhou Branch of Four Company of Seventh Construction Bureau(中国建筑第七工程局四公司郑州 公司 ) , Guangdong Guangshou Land Development Company ( 广东广寿房地产开发公司) and Guangzhou Qinling Land Development Company Limited (广州麒麟房地产开发有限公司). Mr.Gao has been working in the Guangzhou office of China Fiance Asset Management Corporation since March 2002. Mr.Gao is the manager of the five business Department of China Fiance Asset Management Corporation now.
Mr. Gao has not held any directorship in any public listed companies in the past three years. As at the date of this announcement, Mr. Gao does not hold any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance, he dose not have any relationship with any of the substantial or controlling shareholders of the Company or its subsidiaries.
Mr. Gao is to stand for election as a supervisor of the Company for a term commencing from the date of his proposed appointment at the general meeting and terminating on the expiration of the sixth Supervisor Committee of the Company. If elected, Mr. Gao will not be entitled to any remuneration or emoluments as the supervisor 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. Gao’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.