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Medlive Technology Co., Ltd. Proxy Solicitation & Information Statement 2022

Nov 30, 2022

50436_rns_2022-11-30_1a8320da-72a2-4b42-8bef-d725060269d9.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 THE 2023 FIRST EXTRAORDINARY GENERAL MEETING

Reference is made to the announcements of Hisense Home Appliances Group Co., Ltd. (the “ Company ”) dated 7 November 2022 regarding the continuing connected transactions and major transaction and 30 November 2022 regarding the proposed appointment of an independent non-executive director of the Company (the “ Announcements ”). Unless the context otherwise requires, capitalised terms used in this notice shall have the same meanings as those defined in the Announcements.

NOTICE IS HEREBY GIVEN that the 2023 first extraordinary general meeting (the “ EGM ”) of the Company will be held at the conference room of Hisense Building, No.17 Donghai West Road, Qingdao City, Shandong Province, the People’s Republic of China (the “ PRC ”) on Monday, 9 January 2023 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) entered into between the Company and Hisense Group Holdings Co., Ltd. *(海信集團控股股份有限 公司), the continuing connected transactions contemplated under it and the relevant annual caps.

  2. To consider and approve the Financial Services Agreement (金融服務協議) entered into between the Company and Hisense Finance Ltd.* (海信集團財務有限公司), the major transaction and the continuing connected transactions contemplated under it and the relevant annual caps.

  3. To consider and approve the appointment of Mr. Li Zhi Gang as an independent non-executive director of the eleventh session of the Board and to authorise the Board to fix his remuneration.

  4. To consider and approve the expected limits of guarantee in 2023, details of which will be set out in the circular of the Company to be published.

By order of the Board Hisense Home Appliances Group Co., Ltd. Dai Hui Zhong Chairman

Foshan City, Guangdong, the PRC, 30 November 2022

  • for identification purposes only.

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Notes:

  • (1) Words and expressions that are not expressly defined in this notice shall bear the same meanings as those defined in the Announcements.

  • (2) 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., 1:30 p.m. and 4:30 p.m. on every business day on or before Tuesday, 3 January 2023. 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, 3 January 2023 for registration.

  • (3) 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.

  • (4) 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, 3 January 2023 (including holders of H Shares of the Company who have submitted verified transfer forms at or before 4:30 p.m. on Tuesday, 3 January 2023) will be entitled to attend the EGM. The register of members of the Company will be closed from Wednesday, 4 January 2023 to Monday, 9 January 2023 (both days inclusive).

  • (5) 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).

  • (6) 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 https://hxjd.hisense.cn and the website of The Stock Exchange of Hong Kong Limited at https://www.hkexnews.hk after the conclusion of the EGM.

  • (7) 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. Zhou Xin

  • (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. Dai Hui Zhong, Mr. Lin Lan, Mr. Jia Shao Qian, Mr. Fei Li Cheng, Mr. Xia Zhang Zhua and Ms. Gao Yu Ling; 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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