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

Nov 5, 2019

50436_rns_2019-11-05_99b3a902-05ef-4460-8afb-e1dc3b98ade7.pdf

Proxy Solicitation & Information Statement

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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.

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the announcement of Hisense Home Appliances Group Co., Ltd. (the “ Company ”) regarding continuing connected transactions and major transaction dated 5 November 2019.

NOTICE IS HEREBY GIVEN that the 2020 first 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 Friday, 17 January 2020 at 3:00 p.m. or any adjournment of such meeting for the purpose of considering and, if thought fit, passing the following resolutions, with or without modification, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  1. To consider and approve the Business Co-operation Framework Agreement ( 業務合作框架協 議 ) dated 5 November 2019 entered into between, among other parties, the Company and Hisense Company Limited, the continuing connected transactions contemplated thereunder and the relevant annual caps.

  2. To consider and approve the Purchase Financing Agency Framework Agreement ( 代理融資採購 框架協議 ) dated 5 November 2019 entered into between the Company and Hisense (Hong Kong) Company Ltd., the major transaction and the continuing connected transactions contemplated thereunder and the relevant annual caps[(7)] .

  3. To consider and approve the Financial Services Agreement ( 金融服務協議 ) dated 5 November 2019 entered into between the Company and Hisense Finance Co., Ltd., the major transaction and the continuing connected transactions contemplated thereunder and the relevant annual caps.

  4. To consider and approve the Financial Business Framework Agreement ( 金融業務框架協議 ) dated 5 November 2019 entered into between the Company and Hisense Financial Holdings Co., Ltd., the continuing connected transactions contemplated thereunder and the relevant annual caps.

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

Foshan City, Guangdong, the PRC, 5 November 2019

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Notes:

  • (1) Holders of H shares of the Company intending to attend the EGM shall return the accompanying reply slip 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 Friday, 27 December 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, 17 December 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, 17 December 2019 (including holders of H Shares of the Company who have submitted verified transfer forms on or before 4:30 p.m. on Tuesday,17 December 2019) will be entitled to attend the EGM. The register of members of the Company will be closed from Wednesday, 18 December 2019 to Friday, 17 January 2020 (both days inclusive).

  • (4) To be valid, the 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).

  • (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.

  • (6) The registered address of the Company is: No. 8 Ronggang Road, Ronggui Street, Shunde District, Foshan City, Guangdong Province, the PRC.

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

  • (7) Information relating to the Purchase Financing Agency Framework Agreement as referred to in the ordinary resolution numbered 2 in the notice of the EGM is contained in the announcement on exempted financial assistance published by the Company on 5 November 2019. The Board is of the opinion that the ordinary resolution numbered 2 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 resolution.

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

  • (9) 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.

As at the date of this 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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