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Medlive Technology Co., Ltd. — Proxy Solicitation & Information Statement 2009
Jul 16, 2009
50436_rns_2009-07-16_b83d6f27-8026-4f6c-8fd1-bca5c1ecc0eb.pdf
Proxy Solicitation & Information Statement
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NOTICE OF CLASS MEETING OF H SHAREHOLDERS
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.
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 CLASS MEETING OF H SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the class meeting of the H Shareholders (the “CSM”) of Hisense 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 PRC at 3:00 p.m. (or immediately after the conclusion or adjournment of the class meeting of the A Shareholders) on 31 August 2009 for the purpose of considering and, if thought fit, approving with or without modification, the following resolutions. Unless otherwise defined, capitalized terms used in this notice and the following resolutions shall have the same meanings as those defined in the announcement of the Company dated 16 July 2009:
SPECIAL RESOLUTIONS
Resolutions in relation to the Acquisition by issuance of the Consideration Shares
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“ THAT the resolution in relation to the non-public issue of Shares (A Shares) by the Company for acquiring assets be and is hereby approved, and each of the following resolutions be voted upon item-by-item”
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(a) “Method of issue: THAT the non-public issue of A Shares to a specified subscriber be and is hereby approved.”
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NOTICE OF CLASS MEETING OF H SHAREHOLDERS
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(b) “Type and nominal value of Shares to be issued: THAT the Shares to be issued under this non-public share issue of the Company are RMBdenominated ordinary shares (A Shares) listed on the Shenzhen Stock Exchange with a nominal value of RMB1.00 each be and are hereby approved.”
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(c) “Assets to be acquired pursuant to the issue of Shares: THAT the assets to be acquired under this non-public share issue of the Company are 100% of the equity interests in Hisense Shandong, 51% of the equity interests in Hisense Zhejiang, 55% of the equity interests in Hisense Beijing (including 60% of the equity interests in Hisense Nanjing held by Hisense Beijing), 49% of the equity interests in Hisense Hitachi, 78.7% of the equity interests in Hisense Mould and the Hisense Marketing Business owned by Qingdao Hisense be and are hereby approved.”
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(d) “Consideration for the assets to be acquired: THAT the consideration for the Acquisition is RMB1,238,204,800 be and is hereby approved.”
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(e) “Target subscriber and way of subscription: THAT the issue of A Shares to Qingdao Hisense, and the A Shares to be issued shall be fully subscribed by Qingdao Hisense in consideration for the subject assets referred to in resolution 1(c) above, be and is hereby approved.”
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(f) “Issue price and pricing method: THAT the issue price of this non-public share issue is the average trading price of the A Shares for the 20 trading days immediately preceding the date of announcement on resolutions passed at the 9th meeting of 2009 of the sixth Board, i.e. RMB3.42 per A Share, be and is hereby approved.”
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(g) “Number of A Shares to be issued: THAT the number of A Shares to be issued under this non-public share issue is not more than 362,048,187 be and is hereby approved.”
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NOTICE OF CLASS MEETING OF H SHAREHOLDERS
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(h) “Adjustments to number of A Shares to be issued and issue price upon occurrence of “ex-right and ex-dividend” events prior to issue of the Consideration Shares: THAT upon occurrence of any “ex-right and exdividend” events, such as distribution of dividends, bonus issue, capitalization of the capital reserve fund, prior to the issue of the Consideration Shares, the issue price shall be subject to the corresponding “ex-right and ex-dividend” adjustments and the number of A Shares to be issued shall be adjusted accordingly based on any adjustments of the issue price, be and is hereby approved.”
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(i) “Lock up arrangement: THAT the Consideration Shares to be issued to, and the A Shares originally held by, Qingdao Hisense, will not be traded or transferred by it for a period of 36 months after the allotment and issue and the registration of the Consideration Shares with the Shenzhen branch of China Securities Depository and Clearing Corporation Limited under the name of Qingdao Hisense be and is hereby approved.”
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(j) “Both existing and new Shareholders to be entitled to the accumulated undistributed profit of the Company before this issue: THAT upon the completion of this issue, both existing and new Shareholders shall be entitled to the undistributed profit before this issue be and is hereby approved.”
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(k) “Term of resolution in respect of this issue: THAT the resolution in respect of this non-public share issue shall be valid for a period of 12 months from the date of its consideration and approval by the Shareholders at the EGM be and is hereby approved.”
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“ THAT the Acquisition Agreement dated 29 June 2009 and the signature thereof be and is hereby approved.”
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“ THAT the (draft) report relating to the non-public issue of Shares (A Shares) by the Company for acquiring assets and connected transactions(海信科龍電器股份有 限公司非公開發行股份(A股)購買資產暨關聯交易報告書(草案))required by PRC law (the “Report”) be and is hereby approved and confirmed and the Board be and is hereby authorized to do all things and acts and sign all documents which they may consider desirable or expedient to implement or give effect to any matters relating to or in connection with the Report.”
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NOTICE OF CLASS MEETING OF H SHAREHOLDERS
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
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“ THAT the Board be and is hereby authorised to deal with, in its absolute discretion and to the extent permitted by the relevant laws and regulations, all matters relating to the non-public allotment and issue of the Consideration Shares, as they may consider necessary or expedient, including without limitation:
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(a) to determine, including but not limited to, the appropriate manner of issue, and to determine the issue quantity, specific timing of issue and issue price in compliance with the relevant regulations and as approved by the relevant regulatory authorities;
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(b) to sign and make appropriate and necessary amendments to each of the documents and contracts in relation to the Acquisition and the allotment and issue of the Consideration Shares pursuant to the requirements of the relevant government authorities;
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(c) to handle all matters in relation to the listing of the Consideration Shares on the Shenzhen Stock Exchange and other related application procedures and formalities;
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(d) to sign all other documents and deal with all other matters in connection with the Acquisition and the allotment and issue of the Consideration Shares; and
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(e) such authorisation will be valid for 12 months following the approval by the Shareholders at the EGM.”
By Order of the Board of
Hisense Kelon Electrical Holdings Company Limited
Tang Ye Guo
Chairman
Foshan City, Guangdong, the PRC, 16 July 2009
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NOTICE OF CLASS MEETING OF H SHAREHOLDERS
Notes:
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(1) H Shareholders intending to attend the CSM 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 11 August 2009. To qualify for attendance at the CSM, 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 at Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on 31 July 2009 for registration.
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(2) Shareholders entitled to attend and vote at the CSM are entitled to appoint one or more persons (whether or not a Shareholder) as their proxy or proxies to attend and vote on behalf of themselves. In order to be valid, the form of proxy, together with any power of attorney or other document of authority, if any, under which the form 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 for holding the CSM.
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(3) Holders of H Shares whose names appear on the register of members of the Company as at the close of business on 31 July 2009 (including holders of H Shares who have submitted verified transfer forms no later than 4:30 p.m. on 31 July 2009) will be entitled to attend the CSM. The register of members of the Company will be closed from 3 August 2009 to 31 August 2009 (both days inclusive).
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(4) The place for registration is: The 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 persons: Li Lin, Lv Yan Song, Mei Shi Liang.
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(5) Appointment of proxies
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(i) Each shareholder who has the right to attend and vote at the CSM is entitled to appoint one or more proxies, whether they are Shareholders or not, to attend and vote on his behalf at the CSM. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.
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(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 document of authority of the agent must be notarially certified. In order to be valid, the notarially certified copy of such power of attorney or other document of authority, together with the instrument of appointment of the proxy, shall be deposited at the Company’s branch share registrar in Hong Kong, 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 CSM.
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(6) Shareholders attending the CSM are responsible for their own transportation and accommodation expenses.
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(7) Voting on the resolutions to approve the Acquisition and the Whitewash Waiver will be conducted by way of poll as required under the Listing Rules and the Takeovers Code, respectively.
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NOTICE OF CLASS MEETING OF H SHAREHOLDERS
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(8) Qingdao Hisense, its associates and parties acting in concert with it will abstain from voting in respect of resolutions no. 1, 1.(a) to 1.(k), 2 to 4 proposed to be considered and approved at the CSM.
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(9) Resolutions no. 4.(a), 4.(b), 4.(c), 4.(d) and 4.(e) shall be voted as a single resolution only.
As at the date of this notice, the directors of the Company are Mr. Tang Ye Guo, Mr. Zhou Xiao Tian, Ms. Yu Shu Min, Mr. Lin Lan, Ms. Liu Chun Xin and Mr. Zhang Ming; and the independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.
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