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Medlive Technology Co., Ltd. Proxy Solicitation & Information Statement 2011

Nov 29, 2011

50436_rns_2011-11-29_894684d6-3292-4852-b8d6-55e8a35be3db.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 16 JANUARY 2012

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”), (Note 4)

hereby appoint the chairman of the First 2012 extraordinary general meeting of the Company (the “EGM”) or

as my/our proxy or proxies to attend, and vote 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, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China at 2:00 p.m. on 16 January 2012 to vote on the following resolutions as indicated. Failure to complete the boxes will entitle my/our proxy or proxies to vote at his/her discretion:

(A joint stock limited company incorporated in the People’s Republic of C(Stock Code: 00921) (A joint stock limited company incorporated in the People’s Republic of C(Stock Code: 00921) (A joint stock limited company incorporated in the People’s Republic of C(Stock Code: 00921) hina with limited liability) hina with limited liability) hina with limited liability) hina with limited liability) hina with limited liability) hina with limited liability) hina with limited liability)
PROXY FORM FOR USE AT THE EXTRAORGENERAL MEETING TO BE HELD ON 16 JANof H shares to which this proxy form relates:(Note 1) DINARYUARY 2012
2) e “Company”), (Note 4)the conference
gisteint throxyCom0 p.ote a l Holdings Company Limited (thM”) orjournment thereof) to be held atGuangdong Province, the Peoplomplete the boxes will entitle m
red holder(s) ofH shares_(Note 3)_in Hisense Kelon Electrica
e chairman of the First 2012 extraordinary general meeting of the Company (the “EG
or proxies to attend, and vote for me/us and on my/our behalf at the EGM (or any ad
pany’s head office, No. 8, Ronggang Road, Ronggui, Shunde District, Foshan City,m. on 16 January 2012 to vote on the following resolutions as indicated. Failure to c e’s Republic ofy/our proxy orTABSTAIN(Note 5)
t his/her discretion:
FOR(Note 5) AGAINS(Note 5) T ABSTAIN(Note 5)
RESOLUTIONS
ORDINAR Y R ESOLUTIONS
1.To appdirecto rovers of the appointment of Mr. Gan Yong He as a director of the seventh session of the bthe Companyand to fix the level of emoluments to be received byMr. Gan; oard of
2.To apbetweeconnec proven thted t the Business Co-operation Framework Agreement dated 29 November 2011 ente red intontinuing
e Company, Hisense Company Limited and Hisense Electric Co., Ltd., the coanatin ntemlated therender and the releant annal a
scos copu v u cps;
3.To apenteredtransac proveintotions the Comressors Purchase and Sul Framework Areement dated 29 Novemb er 2011nnected
p ppy gbetween the Company and Huayi Compressor Company Limited, the continuing co
contemplated thereunder and the relevant annual cap;
4.To appCompa限公司 roveny a),th the Business Framework Agreement 1 dated 29 November 2011 entered into betw een the
nd Qingdao Hisense Hitachi Air-Conditioning Systems Co., Ltd.(青島海信日立空ntininnntd trntin ntmltd thrndr nd th rlnt nnl 系統有
e cougcoece asacos coepae eeue a e eeva aua cap;
5.To approve the Business Framework Agreement 2 dated 29 November 2011 entered into between theCompany and Hisense Whirlpool (Zhejiang) Electric Appliances Co., Ltd(海信惠而浦(浙江)電器有限公司),the continuingconnected transactions contemplated thereunder and the relevant annual cap; roveny a the Business Framework Agreement 2 dated 29 November 2011 entered into betwnd Hisense Whirlpool (Zhejiang) Electric Appliances Co., Ltd(海信惠而浦(浙江)電 een the
器有限
6.To approve the Compressors Purchase Framework Agreement dated 29 November 2011 entered intobetween the Company and Beijing Embraco Snowflake Compressor Company Limited(北京恩布拉科雪花壓縮機有限公司), the continuing connected transactions contemplated thereunder and the relevantannual cap;
7.To approve the Financial Services Agreement dated 29 November 2011 entered into between theCompany and Hisense Finance Co., Ltd, the continuing connected transactions contemplated thereunderand the relevant annual caps;
8.To approve the Purchase Financing Agency Framework Agreement dated 29 November 2011 enteredinto between the Company and Hisense (Hong Kong) Company Limited, the continuing connectedtransactions contemplated thereunder and the relevant annual cap;
9.To approve the resolution on the guarantees proposed to be provided by the Company and itssubsidiaries;and
10. To approve the resolution in relation to the guarantees proposed to be provided by the Company in thetotal sum upto RMB120 million for certain distributors of the Companyfor theyears 2012-2013.
Signed this day of Signature_(Note 6)_:

Notes:

  1. Please insert the number of H shares to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all shares registered in your name(s).

  2. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.

  3. Please insert the number of all the H shares in the Company registered in your name(s) and delete as appropriate.

  4. If any proxy other than the chairman is preferred, please strike out “the chairman of the First 2012 extraordinary general meeting of the Company” and insert the name(s) and address(es) of the proxy or proxies desired in the space provided. A shareholder is entitled to appoint one or more person(s) to be his/her proxy or proxies. A proxy may or may not be a shareholder of the Company. Any alteration made to this form of proxy must be initialled by the person who signs it.

  5. Important: If you wish to vote for any resolution, please place a “ 3 ” in the box marked “FOR”. If you wish to vote against any resolution, please place a “X” in the box marked “AGAINST”. If you wish to abstain from voting, please place a “X” in the box marked “ABSTAIN”. Any abstain vote will be counted in the calculation of the required majority. Failure to complete either of the above mentioned boxes will entitle your proxy to cast your vote(s) at his or her discretion. Unless you have instructed otherwise, your proxy will also be entitled to vote or abstain at his or her discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

  6. 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.

  7. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the EGM, personally or by proxy, then one of the persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

  8. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 24 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be).

  9. 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.