Medlive Technology Co., Ltd. — Proxy Solicitation & Information Statement 2019

Nov 26, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hisense Home Appliances Group Co., Ltd. , you should hand this circular and the accompanying revised proxy form at once to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

海信家電

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)

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS’ GENERAL MEETING; AND

(3) SUPPLEMENTAL NOTICE OF THE 2019 THIRD EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page have the same meanings as those defined in this circular.

A letter from the Board is set out on pages 3 to 11 of this circular.

A supplemental notice of the EGM to be held as originally scheduled at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province, the PRC on Friday, 13 December 2019 at 3 p.m. or any adjournment of such meeting is set out on pages 12 to 14 of this circular. A revised proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying revised proxy form in accordance with the instructions printed on it and return it to the Company’s branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment of such meeting (as the case may be). Completion and return of the revised proxy form will not preclude you from attending and voting in person at the EGM or any adjournment of such meeting (as the case may be) should you so wish and, in such event, the revised proxy form previously submitted shall be deemed to be revoked.

26 November 2019

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . .	12

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “A Shares”

domestic ordinary shares of the Company with a nominal value of RMB1.00 each and are listed on the Shenzhen Stock Exchange

• “Articles of Association” the articles of association of the Company

• “Board” the board of directors of the Company

• “Company”

• Hisense Home Appliances Group Co., Ltd.（海信家電集 團股份有限公司）, a company incorporated in the PRC with limited liability, whose shares are listed on the main board of the Stock Exchange and the Shenzhen Stock Exchange

• “EGM”

• the 2019 third extraordinary general meeting of the Company convened to be held at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province, the PRC on Friday, 13 December 2019 at 3 p.m. or any adjournment of such meeting for considering and, if thought fit, approving, among other things, the Proposed Amendments to the Articles of Association and the Proposed Amendments to the Rules of Procedures of Shareholders’ General Meeting

• “H Shares”

• overseas listed foreign shares of the Company with a nominal value of RMB1.00 each and are listed on the Stock Exchange

• “Hisense Air-conditioning”

• Qingdao Hisense Air-conditioning Company Limited*

• （青島海信空調有限公司）, a company incorporated in the PRC with limited liability and indirectly controlled by Hisense Company Limited （海信集團有限公司）, which held approximately 37.92% of the issued shares of the Company as at the date of this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC”

• the People’s Republic of China

• “Proposed Amendments to the Articles of Association”

• the proposed amendments to the Articles of Association pursuant to the Written Request

– 1 –

DEFINITIONS

“Proposed Amendments to the the proposed amendments to the Rules of Procedures of Rules of Procedures of Shareholders’ General Meeting pursuant to the Written Shareholders’ General Request Meeting” “RMB” Renminbi, the lawful currency of the PRC “Rules of Procedures of the rules of procedures of shareholders’ general Shareholders’ General meeting of the Company Meeting” “Share(s)” share(s) of RMB1.00 each in the capital of the Company, comprising the A Shares and the H Shares “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholder” has the meaning ascribed to it under the Listing Rules “Written Request” the written request from Hisense Air-conditioning to the Company requesting that the resolutions in respect of the amendments to the Articles of Association and the Rules of Procedures of Shareholders’ General Meeting be proposed at the EGM for the Shareholders’ consideration and approval

English translations of names in Chinese or another language in this circular which are marked with “*” are for identification purposes only.

In the event of any inconsistency, the Chinese text of this circular shall prevail over the English text.

References to time and dates in this circular are to Hong Kong time and dates.

– 2 –

LETTER FROM THE BOARD

海信家電

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)

Executive Directors: Mr. Tang Ye Guo Mr. Jia Shao Qian Mr. Lin Lan Mr. Dai Hui Zhong Mr. Fei Li Cheng Mr. Wang Yun Li

Registered office: No. 8 Ronggang Road Ronggui Street Shunde District Foshan City Guangdong Province PRC

Independent non-executive Directors: Mr. Ma Jin Quan Mr. Zhong Geng Shen Mr. Cheung Sai Kit

Principal place of business in Hong Kong: Room 3101-05 Singga Commercial Centre No. 148 Connaught Road West Hong Kong

26 November 2019

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION; (2) PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS’ GENERAL MEETING; AND

(3) SUPPLEMENTAL NOTICE OF THE 2019 THIRD EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Company refers to its announcement dated 26 November 2019 in relation to the Proposed Amendments to the Articles of Association.

Reference is also made to the notice of the EGM dated 28 October 2019 which sets out the time and venue of the EGM and contains the resolution to be proposed at the EGM for the Shareholders’ approval.

– 3 –

LETTER FROM THE BOARD

This circular aims to give you the supplemental notice of the EGM and provide you with relevant information to enable you to make an informed decision on whether to vote for or against the special resolution relating to the Proposed Amendments to the Articles of Association and the ordinary resolution relating to the Proposed Amendments to the Rules of Procedures of Shareholders’ General Meeting at the EGM.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

On 26 November 2019, the Board has received the Written Request from Hisense Air-conditioning, a substantial shareholder of the Company which held 516,758,670 Shares, representing approximately 37.92% of the issued Shares as at the date of this circular, requesting that the resolutions in respect of the amendments to the Articles of Association and the Rules of Procedures of Shareholders’ General Meeting be proposed at the EGM convened to be held on 13 December 2019 for the Shareholders’ consideration and approval.

Taking into account the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97)（《國務院關於調整適用在境外上市公司召開股東大會通知期 限等事項規定的批復》（國函〔2019〕97號））and the actual situation of the Company, the Board proposes to amend the relevant provisions in the Articles of Association. The specific amendments are as follows:

Before amendments After amendments Article 6.11 Article 6.11 For Company’s shareholders of H shares, No change shall be made in the register of no change shall be made in the register of the Company’s holders of H shares as a shareholders as a result of a transfer of result of a transfer of shares within five (5) shares within thirty (30) days prior to the days before the record date for the date of a shareholders’ general meeting or Company’s distribution of dividends. The within five (5) days before the record date Company must notify the holders of H for the Company’s distribution of shares of any closure of its transfer books dividends. or register of members in respect of the Company’s H shares at least ten (10) The interval between the share registration business days before the closure by way of date for the shareholders of A shares and announcement. the date of the shareholders’ meeting shall not exceed seven (7) business days. The interval between the share registration date for the shareholders of A shares and Once the share registration date for the the date of the shareholders’ meeting shall shareholders’ meeting is confirmed, it shall not exceed seven (7) business days. not be changed. Once the share registration date for the shareholders’ meeting is confirmed, it shall not be changed.

– 4 –

LETTER FROM THE BOARD

Before amendments After amendments Article 8.9 Article 8.9 When the Company convenes a The Company shall hold a shareholders’ shareholders’ general meeting, a notice in general meeting at the Company’s office or writing or in electronic form (including but at such place as specified in the notice of not limited to publication of an the general meeting. When the Company announcement on the Company’s website convenes an annual general meeting, it and the website of Hong Kong Stock shall notify the shareholders by way of Exchange) shall be given forty-five (45) announcement twenty (20) days before the days before the date of the meeting to date of the meeting (exclusive of the date notify all the shareholders registered in the of meeting); for convening an register of shareholders of the matters to extraordinary general meeting, the be considered at, and the date and place Company shall notify the shareholders by of, the meeting . Any shareholder who way of announcement fifteen (15) days wishes to attend the general meeting shall before the date of the meeting (exclusive of deliver a reply slip concerning attendance the date of meeting). Any shareholder who of the meeting to the Company twenty (20) wishes to attend the general meeting shall days before the date of such meeting . deliver a reply slip concerning attendance of the meeting to the Company within the prescribed time as specified in the notice of the general meeting . Article 8.11 Article 8.11 The Company shall, based on the written Matters which are not included in a notice replies which it receives from the of general meeting shall not be resolved at shareholders twenty (20) days before the the shareholders’ general meeting. date of the shareholders’ general meeting, calculate the number of voting shares represented by the shareholders who intend to attend the meeting. If the number of voting shares represented by the shareholders who intend to attend the meeting amount to one-half or more of the Company’s total voting shares, the Company may hold the meeting; if not, the Company shall, within five (5) days, notify the shareholders by way of announcement the matters to be considered at, and the place and date for, the meeting. The Company may then hold the shareholders’ general meeting after publication of such announcement. An extraordinary general meeting shall not determine matters which have not been stated in the notice.

– 5 –

LETTER FROM THE BOARD

Before amendments Article 8.36

Shareholders who requisition the convening of shareholders’ extraordinary general meeting or a class meeting shall comply with the following procedures:

(1) two (2) or more shareholders holding in aggregate 10% or more of the shares carrying the right to vote at the meeting sought to be held shall sign the written requisitions in one (1) or more counterparts requiring the Board to convene a shareholders’ extraordinary general meeting or a class meeting thereof and stating the object of the meeting. The Board shall proceed as soon as possible to convene the shareholders’ extraordinary general meeting or class meeting thereof after the receipt of such written requisition. The number of shares held referred to above shall be calculated as of the date of the written requisitions.

(2) if the Board fails to issue a notice of such a meeting within thirty (30) days after the receipt of the written requisitions, the requisitionists may themselves convene such a meeting in a manner as similar as possible to the manner in which the shareholders’ meetings are convened by the Board within four (4) months after the receipt of such requisitions by the Board. Reasonable expenses incurred by the requisitionists by reason of the Board’s failure to convene a meeting as requisitioned and the calling and convening of a meeting by themselves shall be borne by the Company, and such sum shall be set-off against sums owed by the Company to the defaulting directors.

After amendments

Article 8.36

Shareholders who requisition the convening of shareholders’ extraordinary general meeting or a class meeting shall comply with the following procedures:

Shareholders individually or jointly holding more than 10% of the shares of the Company are entitled to make a request to convene an extraordinary general meeting or a class meeting in writing to the Board. The Board shall provide written feedback on whether it agrees to convene the extraordinary general meeting or the class meeting within ten (10) days after receiving the request according to the provisions of the relevant laws, administrative regulations and these Articles of Association. If the Board agrees to convene the extraordinary general meeting or the class meeting, it shall issue a notice to convene shareholders’ general meeting or class meeting within five (5) days of its decision, and any changes to the original request in the notice shall be made only with the consent of the relevant shareholder(s).

If the Board decides against convening the extraordinary general meeting or the class meeting, or if it has failed to provide its feedback within ten (10) days after receiving the request, shareholders individually or jointly holding more than 10% of the shares of the Company are entitled to propose to convene an extraordinary general meeting or a class meeting to the supervisory committee in writing. If the supervisory committee agrees to convene the extraordinary general meeting or the class meeting, it shall issue a notice to convene shareholders’ general meeting or class meeting within five (5) days of receipt of the request, and any changes to the original request in the notice shall be made only with the consent of the relevant shareholder(s).

– 6 –

LETTER FROM THE BOARD

Before amendments

After amendments

If the supervisory committee fails to issue a notice of shareholders’ general meeting or class meeting within the prescribed period, the supervisory committee shall be deemed not convening or chairing a shareholders’ general meeting or class meeting. Shareholders individually or jointly holding more than 10% of the shares of the Company for ninety (90) consecutive days may convene and chair the meeting on their own.

Article 9.6

When the Company convenes a class meeting, a notice in writing or in electronic form (including but not limited to publication of an announcement on the Company’s website and the website of Hong Kong Stock Exchange) shall be given forty-five (45) days before the date of the meeting to notify all holders of such class of shares registered in the register of shareholders of the matters to be considered at, and the date and place of, the meeting. Any shareholder who wishes to attend the meeting shall serve a reply slip concerning attendance of the meeting to the Company twenty (20) days before the date of such meeting .

Article 9.6

When the Company convenes a class meeting, a notice in writing or in electronic form (including but not limited to publication of an announcement on the Company’s website and the website of Hong Kong Stock Exchange) shall be given fifteen (15) days before the date of the meeting to notify all holders of such class of shares registered in the register of shareholders of the matters to be considered at, and the date and place of, the meeting. Any shareholder who wishes to attend the meeting shall serve a reply slip concerning attendance of the meeting to the Company within the prescribed time as specified in the notice of the meeting .

If the shareholders who intend to attend such class meeting represent one-half or more of the total number of shares of that class with right to vote at such meeting, the Company may hold the class meeting; if not, the Company shall within five (5) days give the shareholders further notice of the matters to be considered at, and the date and the place of, the class meeting by way of announcement. The Company may then hold the class meeting after such announcement has been made.

– 7 –

LETTER FROM THE BOARD

	Before amendments	After amendments
	Article 10.15	Article 10.15
	The Board is accountable to the	The Board is accountable	to	the
	shareholders’ general meeting and shall	shareholders’ general meeting and		shall
	exercise the following functions and	exercise the following functions		and
	powers:	powers:
	��	��
	(8) to determine the acquisition of shares	(8) to determine the acquisition of shares
	of the Company under the circumstances as	of the Company under the circumstances as
	required in (3), (5) and (6) of Article 4.4 of	required in (3), (5) and (6) of Article 4.4 of
	these Articles of Association within the	these Articles of Association within		the
	authorization of the shareholders’ general	authorization of the shareholders’ general
	meeting;	meeting;
	(9) to exercise the Company’s power as to	(9) to determine the charge, lease		and
	financing and borrowing and to determine	transfer of important assets of the Company
	the charge, lease and transfer of important	which do not require to be approved by
	assets of the Company;	shareholders at general meeting;
	(10) to decide on the Company’s internal	(10) to decide on the Company’s internal
	management structure;	management structure;
	��	��

Note: Contents which are shown as “��” above are provisions in the Articles of Association but are intentionally omitted for the purpose of this circular as they are not subject to the Proposed Amendments to the Articles of Association.

Save and except for the above-mentioned amendments, the other provisions in the Articles of Association shall remain unchanged.

The amended Articles of Association shall become effective on the date of passing of the relevant resolution at the EGM. Prior to the passing of the relevant resolution at the EGM, the prevailing Articles of Association of the Company shall remain valid.

– 8 –

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF SHAREHOLDERS’ GENERAL MEETING

In view of the Proposed Amendments to the Articles of Association, the Board proposes to make corresponding amendments to Rule 9 of the Rules of Procedures of Shareholders’ General Meeting. The specific amendments are as follows:

		Before amendments		After amendments	After amendments	After amendments	After amendments
	Rule 9			Rule 9
	When	the Company convenes	a	When the Company	convenes an annual
	_shareholders’ general meeting, the board _		of	general meeting, it			shall notify the
	_directors should notify the shareholders _		by	_shareholders by way _		_of _	announcement 20
	an announcement 45 days (excluding the			days before the date			of the meeting
	_date of the meeting) prior to the holding _		of	(exclusive of the date			of the meeting).
	the shareholders’ general meeting.			When the Company			convenes an
				extraordinary general			meeting, it shall
	��			notify the shareholders by way of
				announcement 15 days before the date of
				the meeting (exclusive of the date of the
				meeting).
				��

Note: Contents which are shown as “��” above are provisions in the Rules of Procedures of Shareholders’ General Meeting but are intentionally omitted for the purpose of this circular as they are not subject to the Proposed Amendments to the Rules of Procedures of Shareholders’ General Meeting.

EGM

A supplemental notice of the EGM to be held as scheduled at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province, the PRC on Friday, 13 December 2019 at 3 p.m. or any adjournment of such meeting is set out on pages 12 to 14 of this circular.

Please refer to the notice of the EGM dated 28 October 2019 for details of the other resolution to be proposed at the EGM, closure of the register of members of the Company, eligibility for attending the EGM, registration procedures for attending the EGM, appointment of proxy and other relevant matters.

A revised proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying revised proxy form in accordance with the instructions printed on it and return it to the Company’s branch share registrar and transfer office in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment of such meeting (as the case may be) (“ Closing Time ”). Completion and return of the revised proxy form will not preclude you

– 9 –

LETTER FROM THE BOARD

from attending and voting in person at the EGM or any adjournment of such meeting (as the case may be) should you so wish and, in such event, the revised proxy form previously submitted shall be deemed to be revoked.

Failure to complete or return the reply slip accompanying the notice of the EGM dated 28 October 2019 will not preclude eligible Shareholders from attending the EGM should they so wish.

If a Shareholder has not yet returned the original proxy form which was despatched to the Shareholders on 28 October 2019 (“ Original Proxy Form ”) in accordance with the instructions printed thereon, and wishes to appoint a proxy to attend the EGM on his/her/its behalf, he/she/it is required to submit the revised proxy form. In this case, the Shareholder shall not submit the Original Proxy Form.

If a Shareholder has already returned the Original Proxy Form in accordance with the instructions printed thereon, he/she/it should note that:

• (i) If no revised proxy form is returned by the Shareholder, the Original Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM (including the additional proposed resolutions as set out in this circular and the supplemental notice of the EGM).

• (ii) If the revised proxy form is returned by the Shareholder at or before the Closing Time in accordance with the instructions printed thereon, the revised proxy form will be treated as a valid proxy form lodged by the Shareholder if duly completed, and will revoke and supersede the Original Proxy Form previously lodged by him/her/it.

• (iii) If the revised proxy form is returned by the Shareholder after the Closing Time, the revised proxy form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by the Shareholder. The Original Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM (including the additional proposed resolutions as set out in this circular and the supplemental notice of the EGM).

The vote of the Shareholders at the EGM will be taken by poll in accordance with Rule 13.39(4) of the Listing Rules and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 10 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Proposed Amendments to the Articles of Assocation and the Proposed Amendments to the Rules of Procedures of Shareholders’ General Meeting are in the interests of the Company and the Shareholders, and would recommend the Shareholders to vote in favour of the resolutions to approve the Proposed Amendments to the Articles of Assocation and the Proposed Amendments to the Rules of Procedures of Shareholders’ General Meeting.

By order of the Board Hisense Home Appliances Group Co., Ltd. Tang Ye Guo Chairman

– 11 –

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

海信家電

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)

SUPPLEMENTAL NOTICE OF THE 2019 THIRD EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of the 2019 third extraordinary general meeting (“ EGM ”) of Hisense Home Appliances Group Co., Ltd. (the “ Company ”) dated 28 October 2019 (the “ Original Notice of EGM ”).

The Company has received a written request from Qingdao Hisense Air-conditioning Company Limited （青島海信空調有限公司）, the controlling shareholder of the Company which held 516,758,670 shares of the Company, representing approximately 37.92% of the issued shares of the Company as at the date of this supplemental notice of the EGM, to the board of directors of the Company (the “ Board* ”) on 26 November 2019 requesting that the resolutions in respect of the amendments to the articles of association and the rules of procedures of shareholders’ general meeting of the Company be proposed at the EGM for consideration and approval by the shareholders of the Company. Accordingly, this supplemental notice of the EGM is issued to incorporate such an additional proposed resolutions and the resolution set out in the Original Notice of EGM.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM 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 on Friday, 13 December 2019 at 3 p.m. or any adjournment of such meeting for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the Proposed Change of Auditor (as defined in the circular of the Company dated 28 October 2019) and the grant of authority to the Board to determine the remuneration of the new auditor.

2. To consider and approve the resolution on amendments to the relevant provisions of the rules of procedures of shareholder’s general meeting of the Company.

3. For identification purposes only

– 12 –

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

SPECIAL RESOLUTION

1. To consider and approve the resolution on amendments to the relevant provisions of the articles of association of the Company (the “ Articles of Association ”) and to authorise the Board to deal with the filing, change, registration and other related matters required for the amendments to the Articles of Association for and on behalf of the Company.

By order of the Board Hisense Home Appliances Group Co., Ltd. Tang Ye Guo Chairman

Foshan City, Guangdong, the People’s Republic of China, 26 November 2019

Notes:

• (1) Holders of H shares of the Company intending to attend the EGM shall return the reply slip accompanying the Original Notice of EGM in writing to the registered office of the Company during hours between 8:30 a.m. and 11:00 a.m. or 1:30 p.m. and 4:30 p.m. on every business day on or before Saturday, 23 November 2019. To qualify for attendance at the EGM, all transfers of H shares of the Company together with the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office 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 Tuesday, 12 November 2019 for registration.

• (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.

• (3) Holders of H shares of the Company whose names appear on the register of members of the Company as at the close of business on Tuesday, 12 November 2019 (including holders of H Shares of the Company who have submitted verified transfer forms on or before 4:30 p.m. on Tuesday, 12 November 2019) will be entitled to attend the EGM. The register of members of the Company will be closed from Wednesday, 13 November 2019 to Friday, 13 December 2019 (both days inclusive).

• (4) Since the original proxy form which was despatched by the Company to its shareholders (“ Shareholders ”) on 28 October 2019 (“ Original Proxy Form ”) and sent together with the Original Notice of EGM does not contain the proposed resolutions set out in this supplemental notice, a revised proxy form (“ Revised Proxy Form ”) is enclosed with the circular of the Company dated 26 November 2019 (“ Circular ”) of which this supplemental notice forms part.

• (5) To be valid, the Revised Proxy Form, 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 and transfer office in Hong Kong, Hong Kong Registrars Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 24 hours before the time appointed for holding the EGM or any adjournment of such meeting (as the case may be) (“ Closing Time ”).

• (6) If a Shareholder has already returned the Original Proxy Form in accordance with the instructions printed thereon, he/she/it should note that:

• (i) If no Revised Proxy Form is returned by the Shareholder, the Original Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM (including the additional proposed resolutions as set out in the Circular and this supplemental notice).

– 13 –

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

• (ii) If the Revised Proxy Form is returned by the Shareholder at or before the Closing Time in accordance with the instructions printed thereon, the Revised Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed, and will revoke and supersede the Original Proxy Form previously lodged by him/her/it.

• (iii) If the Revised Proxy Form is returned by the Shareholder after the Closing Time, the Revised Proxy Form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by the Shareholder. The Original Proxy Form will be treated as a valid proxy form lodged by the Shareholder if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by the Shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM (including the additional proposed resolutions as set out in the Circular and this supplemental notice).

• (7) 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 supplemental 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.

• (8) The Proposed Amendments to the Articles of Association referred to in the special resolution numbered 1 in this supplemental notice has been published in the announcement of the Company dated 26 November 2019 and the full text are set out on pages 4 to 8 of the Circular.

• (9) The full text of the Proposed Amendments to the Rules of Procedures of Shareholders’ General Meeting (as defined in the Circular) referred to in the ordinary resolution numbered 2 in this supplemental notice are set out on page 9 of the Circular.

• (10) The registered address of the Company is: No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province, the People’s Republic of China.

Postal code: 528303 Tel: (86) 757 2836 2570 Fax: (86) 757 2836 1055 Contact person: Ms. Wei Fang Yuan

• (11) References to time and dates in this supplemental notice are to Hong Kong time and dates.

• (12) The English version of the proposed resolutions as set out in this supplemental notice is for reference only and if there is any conflict between the English and the Chinese versions, the Chinese version shall prevail.

As at the date of this supplemental notice, the Company’s executive directors are Mr. Tang Ye Guo, Mr. Jia Shao Qian, Mr. Lin Lan, Mr. Dai Hui Zhong, Mr. Fei Li Cheng and Mr. Wang Yun Li; and the Company’s independent non-executive directors are Mr. Ma Jin Quan, Mr. Zhong Geng Shen and Mr. Cheung Sai Kit.

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