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Medlive Technology Co., Ltd. — Proxy Solicitation & Information Statement 2009
Jul 30, 2009
50436_rns_2009-07-30_230fcb86-1c20-4ee1-ab04-35cd61930761.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)
PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 31 AUGUST 2009
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 Hisense Kelon Electrical Holdings Company Limited (the “Company”), hereby appoint the chairman of the fourth 2009 extraordinary general meeting of the Company (the “EGM”) or (Note 4) as my/our proxy or proxies to attend and act 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 Street, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China at 2:00 p.m. on 31 August 2009, and to vote on the undermentioned resolutions as indicated. Failure to complete the boxes will entitle my/our proxy to vote at his/her discretion.
To consider and approve the following resolutions:
| Special Resolutions | FOR(Note 5) | AGAINST(Note 5) | ||
|---|---|---|---|---|
| 1. | Resolution in relation to the non-public issue of Shares (A Shares) by the Company for acquiring | |||
| assets | ||||
| 1.(a) | Method of issue | |||
| 1.(b) | Type and nominal value of Shares to be issued | |||
| 1.(c) | Assets to be acquiredpursuant to the issue of Shares | |||
| 1.(d) | Consideration for the assets to be acquired | |||
| 1.(e) | Target subscriber and wayof subscription | |||
| 1.(f) | Issueprice andpricingmethod | |||
| 1.(g) | Number of A Shares to be issued | |||
| 1.(h) | Adjustments to number of A Shares to be issued and issue price upon occurrence of “ex- | |||
| right and ex-dividend” eventsprior to issue of the Consideration Shares | ||||
| 1.(i) | Lock uparrangement | |||
| 1.(j) | Both existing and new Shareholders to be entitled to the accumulated undistributed profit | |||
| of the Companybefore this issue | ||||
| 1.(k) | Term of resolution in respect of this issue | |||
| 2. | Resolution in relation to the Acquisition Agreement dated 29 June 2009 and the signature thereof | |||
| 3. | Resolution in relation to the (draft) report relating to the non-public issue of Shares (A Shares) by | |||
| the Company for acquiring assets and connected transactions required by PRC law | ||||
| Ordinary Resolutions | ||||
| 4. | 4.(a) | Resolution in relation to the waiver pursuant to the Takeover Procedures in respect of the | ||
| obligation on Qingdao Hisense to acquire further Shares by way of an offer | ||||
| 4.(b) | Resolution in relation to the waiver pursuant to the Takeovers Code in respect of the | |||
| obligation on Qingdao Hisense and its concert parties to make a mandatory general offer | ||||
| Special Resolution | ||||
| 5. | Resolution in relation to the authorisation of the Board to deal with, in its absolute discretion, all | |||
| matters relating to the Acquisition and the non-public allotment and issue of Consideration Shares |
Note: Shareholders should read the contents of the relevant resolutions contained in the notice of the EGM carefully before exercising your vote on the above resolutions.
Signed this
day of Signature (Note 6) :
Notes:
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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).
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Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.
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Please insert the number of all the H shares in the Company registered in your name(s) and delete if appropriate.
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If any proxy other than the chairman of the EGM is preferred, please strike out “the chairman of the fourth 2009 extraordinary general meeting of the Company” 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.
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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 any 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.
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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.
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To be valid, this form of proxy, together with any power of attorney or other document of authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be).
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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.