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Medlive Technology Co., Ltd. Proxy Solicitation & Information Statement 2012

Dec 6, 2012

50436_rns_2012-12-06_e3d4ee9a-7436-4c26-bd5f-6b94fb07fd78.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 25 JANUARY 2013

The number of H shares to which this proxy form relates: (Note 1)

I/We (Note 2)

of

being the registered holder(s) 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 first 2013 extraordinary general meeting of the Company (the “EGM”) or (Note 4)

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 2:30 p.m. on 25 January 2013 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:

RESOLUTIONS RESOLUTIONS RESOLUTIONS RESOLUTIONS RESOLUTIONS FOR(Note 5) FOR(Note 5) AGAINST(Note 5) AGAINST(Note 5) ABSTAIN(Note 5) ABSTAIN(Note 5)
ORDINARY RESOLUTIONS
1.To approve the Business Co-operation Framework Agreement dated 6 December 2012 entered intobetween the Company, Hisense Company Limited(海信集團有限公司)and Hisense Electric Co., Ltd.(青島海信電器股份有限公司), the continuing connected transactions contemplated thereunder and therelevant annual caps;
Company, Hisense Company Limited(海信集團有限公司)and Hisense Electric Co., Ltd.器股份有限公司), the continuing connected transactions contemplated thereunder and theual caps;
2.To approveentered into司), the con the Compressors Purchase and Supply Framework Agreement dated 6 December 2012between the Company and Huayi Compressor Company Limited(華意壓縮機股份有限公tinuingconnected transactions contemplated thereunder and the relevant annual cap;
3.To approveCompany an限公司), the the Business Framework Agreement 1 dated 6 December 2012 entered into between thed Qingdao Hisense Hitachi Air-Conditioning Systems Co., Ltd.(青島海信日立空調系統有continuingconnected transactions contemplated thereunder and the relevant annual cap;
4.To approve the Business Framework Agreement 2 dated 6 December 2012 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; the Business Framework Agreement 2 dated 6 December 2012 entered into between the
5.To approve the Export Agency for White Goods Framework Agreement dated 6 December 2012entered into between the Company and Qingdao Hisense International Marketing Co., Ltd.(青島海信國際營銷股份有限公司), the continuing connected transactions contemplated thereunder and therelevant annual cap, and to adjust the export agency fee percentage for the engagement of QingdaoHisense International Marketing Holdings Co., Ltd. by the Company to provide agency services forexport for the whitegoodsproducts;
6.To approve the Purchase Financing Agency Framework Agreement dated 6 December 2012 enteredinto between the Company and Hisense (Hong Kong) Company Limited, the continuing connectedtransactions contemplated thereunder and the relevant annual cap; and
7.To approve the supplemental agreement to the Financial Services Agreement dated 6 December 2012entered into between the Companyand Hisense Finance Co., Ltd..
Signed this day of Signature_(Note 6)_ :

Signed this 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 2013 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.