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Medlive Technology Co., Ltd. Proxy Solicitation & Information Statement 2013

Nov 21, 2013

50436_rns_2013-11-21_d1207cd6-fe28-4f4f-af31-7b0c1ce75b2b.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 10 JANUARY 2014

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) as my/our

hereby appoint the chairman of the first 2014 extraordinary general meeting of the Company (the “EGM”) or

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 10 January 2014 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
ORDINARY RESOLUTIONS FOR(Note 6)(By way ofcumulative voting) AGAINST(Note 6)(By way ofcumulative voting) ABSTAIN(Note 6)(By way ofcumulative voting)
(Please insert the (Please insert the (Please insert the
number of votes) number of votes) number of votes)
1. To consider and approve the election of Mr. Liu Zhen Shun as a shareholder representative supervisor
of the eighth session of the supervisory committee of the Company and to fix the level of his
remuneration.
2. To consider and approve the election of Ms. Gao Yu Ling as a shareholder representative supervisor
of the eighth session of the supervisory committee of the Company and to fix the level of her
remuneration.
ORDINARY RESOLUTIONS FOR(Note 5) AGAINST(Note 5) ABSTAIN(Note 5)
3. To approve the Business Co-operation Framework Agreement dated 21 November 2013 entered into
between 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 the
relevant annual caps;
4. To approve the Business Framework Agreement 1 dated 21 November 2013 entered into between theCompany and Qingdao Hisense Hitachi Air-Conditioning Systems Co., Ltd.(青島海信日立空調系統有
限公司),the continuingconnected transactions contemplated thereunder and the relevant annual caps;
5. To approve the Business Framework Agreement 2 dated 21 November 2013 entered into between the
Company 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 caps;
6. To approve the Financial Services Agreement dated 21 November 2013 entered into between theCompany and Hisense Finance Co., Ltd.(海信集團財務有限公司), the continuing connected
transactions contemplated thereunder and the relevant annual caps;
7. To approve the Purchase Financing Agency Framework Agreement dated 21 November 2013 entered
into between the Company and Hisense (Hong Kong) Company Limited, the continuing connected
transactions contemplated thereunder and the relevant annual cap;and
8. To approve the resolution on the guarantees proposed to be provided by the Company and its
subsidiaries.

Signed this

day of Signature (Note 7) :

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 2014 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 initialed 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. Please note that, according to Article 10.3 and Article 13.3 of the Articles of Association of the Company, cumulative voting system shall be adopted for the election of supervisors of the Company at shareholders’ general meetings. When you fill in the boxes marked “By way of cumulative voting”, please complete them in accordance with the following instructions:

    • (1) In relation to resolutions numbered 1 and 2, each voting share held by the shareholders carries votes equivalent to the total number of supervisors to be elected at the shareholders’ general meeting, and the number of votes which a shareholder is entitled to cast is equal to the number of shares held multiplied by the total number of supervisors to be elected. For example, if you are holding 10,000 shares and 2 shareholder representative supervisors will be elected, the aggregate number of votes which you will have for resolutions numbered 1 and 2 will be will be 20,000 (10,000 shares x 2 = 20,000 votes).

    • (2) Please fill in the boxes marked “For” and/or “Against” and/or “Abstain” with the number of votes you intend to cast on each supervisor candidate. Please note that the votes of a shareholder may be cast on one supervisor candidate or may be cast on different supervisor candidates, provided that the number of votes cast by each shareholder for the election shall not exceed the highest number of cumulative votes. For example, if you are holding 10,000 shares, the aggregate number of votes which you will have for resolutions numbered 1 and 2 will be 20,000. You may choose to cast the 20,000 votes equally amongst 2 supervisor candidates, or to cast all your votes on a supervisor candidates.

    • (3) Please note that when the total votes cast by you on some supervisor candidates exceed the total votes to which you are entitled (whether or not the votes are cast for or against the resolution or are cast as abstain votes), all the votes cast will become invalid and be regarded as abstain votes. When the total votes cast by you on some supervisor candidates are less than the total votes to which you are entitled, the votes cast are valid and the remaining votes will be regarded as abstain votes.

    • (4) Whether a supervisor candidate is elected depends on the number of votes received, but the number of votes received by each elected supervisor must exceed half of the valid voting shares (based on the number of shares on a non-cumulative basis) held by shareholders present at the general meeting.

  7. 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.

  8. 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.

  9. 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).

  10. 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.