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Medlive Technology Co., Ltd. — Proxy Solicitation & Information Statement 2018
Nov 26, 2018
50436_rns_2018-11-26_6eb752f5-b242-491c-9978-58cca47e192c.pdf
Proxy Solicitation & Information Statement
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HISENSE HOME APPLIANCES GROUP CO., LTD. 海信家電集團股份有限公司
(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 18 JANUARY 2019
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 Home Appliances Group Co., Ltd. (the “Company”),
hereby appoint the chairman of the extraordinary general meeting of the Company or
(Note 4) as my/our proxy or proxies to attend, and vote for me/us and on my/our behalf at the 2019 first extraordinary general meeting (or any adjournment thereof) (the “EGM”) 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 3:00 p.m. on 18 January 2019 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:
| ORDINARY RESOLUTIONS | FOR(Note 5) | AGAINST(Note 5) | ABSTAIN(Note 5) | ||||
|---|---|---|---|---|---|---|---|
| 1. | To consider and approve the Business Co-operation Framework Agreement | ||||||
| dated 26 November 2018 entered into between the Company, Hisense | |||||||
| Company Limited(海信集團有限公司), Hisense Electric Co., Ltd.(青島海信電 | |||||||
| 器股份有限公司)and Qingdao Hisense Electric Business Co., Ltd.(青島海信電 | |||||||
| 子商務有限公司),thecontinuingconnectedtransactionscontemplated | |||||||
| thereunder and the relevant annual caps; | |||||||
| 2. | To consider and approve the Business Framework Agreement dated 26 | ||||||
| November 2018 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; | |||||||
| 3. | ToconsiderandapprovethePurchaseFinancing AgencyFramework | ||||||
| Agreement dated 26 November 2018 entered into between the Company and | |||||||
| Hisense(HongKong)CompanyLimited,thecontinuingconnected | |||||||
| transactions contemplated thereunder and the relevant annual cap; | |||||||
| 4. | ToconsiderandapprovetheFinancialServices Agreementdated26 | ||||||
| November 2018 entered into between the Company and Hisense Finance | |||||||
| Co., Ltd.(海信集團財務有限公司), the major transaction and the continuing | |||||||
| connected transactions contemplated thereunder and the relevant annual | |||||||
| caps; | |||||||
| 5. | To consider and approve the Supplemental Agreement to the Financial | ||||||
| Business Framework Agreement dated 26 November 2018 entered into | |||||||
| between the Company and Hisense Financial Holdings Co., Ltd.(青島海信金 | |||||||
| 融控股有限公司),thecontinuingconnectedtransactionscontemplated | |||||||
| thereunder and the relevant annual caps; and | |||||||
| 6. | To consider and approve the resolution on entrusted wealth management of | ||||||
| idle self-owned funds of the Company. |
Signed this day of
Signature (Note 6) :
Notes:
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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.
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Please insert the number of all the H shares in the Company registered in your name(s) and delete as appropriate.
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If any proxy other than the chairman is preferred, please strike out “the chairman of the 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.
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Important: If you wish to vote for any resolution, please place a “ ✔ ” 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.
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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.
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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 are 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.
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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 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 of the EGM or any adjournment thereof (as the case may be).
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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.
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The description of the resolutions in this form is by way of summary only. Please refer to the notice of the EGM dated 26 November 2018 for the full text of these resolutions.