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

Jun 10, 2011

50436_rns_2011-06-10_071c0a98-387c-4bb4-902d-3d44902b3a5a.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 THE SOLICITATION OF VOTES BY INDEPENDENT DIRECTORS FOR USE AT THE CLASS MEETING OF H SHAREHOLDERS TO BE HELD ON 1 AUGUST 2011

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”), confirm as the appointing party that I/we, prior to signing this proxy form, have read carefully the announcement of the Company dated 10 June 2011 which is the Report on the Solicitation of Votes by the Independent Directors prepared and published by the Company for the solicitation of votes, the notice of CSM (as defined below) dated 10 June 2011 and the relevant documents of the Company, and I/we have been sufficiently informed about details relating to the solicitation of votes. I/we have the right to, prior to registering for the on-site meeting, revoke the appointment of Mr. Zhang Sheng Ping under this proxy form or to amend the contents of this proxy form in accordance with procedures specified in the Report on the Solicitation of Votes by the Independent Directors.

As the appointing party, I/we hereby appoint Mr. Zhang Sheng Ping, an independent non-executive Director, as my/our proxy to attend the Class meeting of the H Shareholders (the “CSM”) and to exercise the votes in respect of following matters in accordance with instructions contained herein.

My/our voting instructions in respect of the matters for which votes are being solicited are as follows:

My/our voting instructions in respect of the matters for which votes are being solicited are as follows:
SPECIAL RESOLUTIONS FOR(Note 4) AGAINST(Note 4)
1.THAT the First Share Option Incentive Scheme of Hisense Kelon Electrical HoldingsCompany Limited (Revised Draft), containing the particular terms listed below, be and ishereby approved and adopted:
1.1Type, source and number of shares subject to the share options;
1.2Basis for determining participants and scope of participants;
1.3Number of share options to be granted to each of the directors, senior managementand other participants;
1.4Validity period of the First Share Option Incentive Scheme and the lock-up periodon the shares issued pursuant to the exercise of the share options;
1.5Conditions of grant and conditions of exercise of share options;
1.6Exercise price of share options and its determination method;
1.7Methods and procedures for adjustment of the number of share options subject tothe grant and the exercise price;
1.8Amendment and termination of the First Share Option Incentive Scheme.
2.THAT the board of directors of the Company be and is authorized to handle, implementand administer relevant matters of the First Share Option Incentive Scheme.
3.THAT the Measures for Performance Appraisal for the Share Option Incentive Schemeof Hisense Kelon Electrical Holdings Company Limited be and is hereby approved andadopted.

Signed this

day of Signature (Note 5) :

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. 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 an “X” in the box marked “AGAINST”. Failure to complete either of the above mentioned boxes will entitle your proxy to cast your vote(s) or abstain at his or her discretion. Unless you have indicated otherwise in this proxy form, your proxy will also be entitled to vote or abstain at his or her discretion on any resolution properly put to the CSM other than those referred to in the notice of CSM.

  5. This proxy form 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.

  6. Where there are joint registered holders of any share, any one of such persons may vote at the CSM, 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 CSM, 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.

  7. To be valid, this proxy form, 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 CSM or any adjournment thereof (as the case may be).

  8. Completion and delivery of this proxy form will not preclude you from attending and voting at the CSM or any adjournment thereof should you so wish.