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Medlive Technology Co., Ltd. — Proxy Solicitation & Information Statement 2014
Dec 2, 2014
50436_rns_2014-12-02_fe3e8700-b624-4edd-9dfb-2126f7f674d3.pdf
Proxy Solicitation & Information Statement
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NOTICE OF EXTRAORDINARY GENERAL MEETING
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.
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 EXTRAORDINARY GENERAL MEETING
Reference is made to the announcement of Hisense Kelon Electrical Holdings Company Limited (the “ Company ”) on the announcement on continuing connected transactions, the announcement on external guarantees and the announcement on exempted financial assistance dated 2 December 2014.
NOTICE IS HEREBY GIVEN that the first 2015 extraordinary general meeting (the “ EGM ”) of the Company will be held at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China (the “ PRC ”) on 21 January 2015 (Wednesday) at 2:30 p.m. to consider and, if thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
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To approve the Business Co-operation Framework Agreement dated 2 December 2014 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;
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To approve the Business Framework Agreement 1 dated 2 December 2014 entered into between the Company and Qingdao Hisense Hitachi Air-Conditioning Systems Co., Ltd.(青島海信日立空調系統有限公司), the continuing connected transactions contemplated thereunder and the relevant annual caps;
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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To approve the Business Framework Agreement 2 dated 2 December 2014 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 continuing connected transactions contemplated thereunder and the relevant annual caps;
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To approve the Purchase Financing Agency Framework Agreement dated 2 December 2014 entered into between the Company and Hisense (Hong Kong) Company Limited, the continuing connected transactions contemplated thereunder and the relevant annual cap(7); and
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To approve the resolution on the guarantees proposed to be provided for its wholly(7)
owned subsidiary by the Company .
A circular containing, inter alia, further information on continuing connected transactions referred to in the ordinary resolutions numbered 1 to 3 above will be dispatched to the shareholders of the Company on or before 5 January 2015.
By order of the Board of
Hisense Kelon Electrical Holdings Company Limited Tang Ye Guo Chairman
Foshan City, Guangdong, the PRC, 2 December 2014
As at the date of this announcement, the Company’s directors are Mr. Tang Ye Guo, Ms. Yu Shu Min, Mr. Lin Lan, Mr. Xiao Jian Lin, Mr. Huang Xiao Jian and Mr. Tian Ye; and the Company’s independent non-executive directors are Mr. Xu Xiang Yi, Mr. Wang Xin Yu and Mr. Wang Ai Guo.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
Notes:
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(1) Holders of H shares intending to attend the EGM shall return the accompanying reply slip in writing to the registered office of the Company on or before Wednesday, 31 December 2014. To qualify for attendance at the EGM, all H shares transfers together with the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 19 December 2014 for registration.
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(2) Shareholders who are entitled to attend and vote at the EGM are entitled to appoint one or more persons (whether or not a shareholder of the Company) as their proxy or proxies to attend and vote on their behalf.
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(3) Holders of domestic shares and H shares of the Company whose names appear on the register of members of the Company as at the close of business on 19 December 2014 (Friday) (including holders of H Shares of the Company who have submitted verified transfer forms on or before Friday, 19 December 2014, 4:30 p.m.) will be entitled to attend the EGM. The register of members of the Company will be closed from 20 December 2014 (Saturday) to 21 January 2015 (Wednesday) (both days inclusive).
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(4) To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 24 hours before the time appointed for holding the EGM.
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(5) In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, any vote of shareholders at a general meeting must be taken by poll (except those which relate purely to a procedural or administrative matter). As such, the resolutions set out in this notice will be voted on by way of poll. Voting results will be uploaded to the website of the Company at www. kelon.com and the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk after conclusion of the EGM.
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(6) The registered address of the Company is: No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province.
Postal code: 528303 Tel: (86) 757 2836 2570 Fax: (85) 757 2836 1055 Contact person: Ms. Li Lin
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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(7) Information relating to the Purchase Financing Agency Framework Agreement as referred to in the ordinary resolution numbered 4 in the notice of the EGM is contained in the announcement on exempted financial assistance published by the Company on 2 December 2014 and information relating to the guarantees as referred to in the ordinary resolution numbered 5 in the notice of the EGM is contained in the announcement on external guarantees published by the Company on 2 December 2014. The board of directors of the Company is of the opinion that the ordinary resolutions numbered 4 and 5 as set out in the notice of the EGM are in the best interests of the Company and its shareholders as a whole, and thus recommends the shareholders to vote in favor of such resolutions.
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(8) The English version of the proposed resolutions as set out in this notice is for reference only and if there is any conflict between the English and the Chinese versions, the Chinese version shall prevail.
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