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Medlive Technology Co., Ltd. Proxy Solicitation & Information Statement 2025

Aug 29, 2025

50436_rns_2025-08-29_e94f8ad9-7680-435a-b33e-fb4ecb3d6ed1.pdf

Proxy Solicitation & Information Statement

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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 licensed securities dealer or registered institution 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 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 the 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.

Hisense 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 APPOINTMENT OF EXECUTIVE DIRECTOR; AND

(2) NOTICE OF THE 2025 SECOND 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 6 of this circular.

A notice of the EGM to be held on Thursday, 18 September 2025 at 3:00 p.m. at the conference room of Hisense International Centre, No.88 Hong Kong East Road, Qingdao City, Shandong Province, the PRC, is set out on pages EGM-1 to EGM-2 of this circular. A proxy form for use at the EGM and a reply slip are enclosed with this circular. The notice of the EGM, the proxy form and the reply slip are also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://hxjd.hisense.cn). Whether or not you intend to attend the EGM, you are requested to complete and return the 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, Computershare Hong Kong Investor Services 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 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 proxy form previously submitted shall be deemed to be revoked.

29 August 2025


CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF THE 2025 SECOND EXTRAORDINARY
GENERAL MEETING ... EGM-1

  • i -

DEFINITIONS

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

"Articles of Association" the Articles of Association of the Company

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

"Board" the board of Directors

"Company" Hisense Home Appliances Group Co., Ltd., a joint stock limited company incorporated in the PRC with limited liability, whose shares are listed on the main board of the Hong Kong Stock Exchange and the main board of the Shenzhen Stock Exchange

"controlling shareholder(s)" has the meaning ascribed to it under the Listing Rules

"Director(s)" director(s) of the Company

"EGM" the 2025 second extraordinary general meeting of the Company to be held at the conference room of Hisense International Centre, No.88 Hong Kong East Road, Qingdao City, Shandong Province, the PRC on Thursday, 18 September 2025 at 3:00 p.m.

"H Shares" overseas listed foreign shares of the Company with a nominal value of RMB1.00 each and are listed on the Hong Kong Stock Exchange

"Hisense Group Holdings" Hisense Group Holdings Co., Ltd. (海信集團控股股份有限公司), a company incorporated in the PRC with limited liability

"Hisense International" Hisense International Co., Ltd. (青島海信國際營銷股份有限公司), a company incorporated in the PRC with limited liability and a subsidiary of Hisense Group Holdings

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited

"Latest Practicable Date" 26 August 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

– 1 –


  • 2 -
DEFINITIONS
“Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
“PRC” the People’s Republic of China
“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 Share(s)
“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules

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

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


LETTER FROM THE BOARD

Hisense 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:

Ms. Gao Yu Ling

Mr. Jia Shao Qian

Mr. Yu Zhi Tao

Mr. Dai Hui Zhong

Independent non-executive Directors:

Mr. Li Zhi Gang

Mr. Tsoi Wing Sing

Mr. Xu Guo Jun

Employee Representative Director

Mr. Yin Bi Tong

Registered office:

No. 8 Ronggang Road

Ronggui Street

Shunde District

Foshan City

Guangdong Province

PRC

Principal place of business

in Hong Kong:

Room 3101-05

Singga Commercial Centre

No. 148 Connaught Road West

Hong Kong

29 August 2025

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR; AND

(2) NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in relation to, among others, (i) the proposed appointment of executive Director; and (ii) the notice of the EGM.

I. PROPOSED APPOINTMENT OF EXECUTIVE DIRECTOR

Reference is made to the announcement of the Company dated 30 July 2025 in relation to, among other matters, the nomination of Ms. Fang Xue Yu ("Ms. Fang") as an executive Director of the twelfth session of the Board. In accordance with the Articles of Association and the relevant Listing Rules, the appointment of Ms. Fang as an executive Director of the twelfth session of the Board shall be submitted to the EGM for consideration and approval by the Shareholders.


LETTER FROM THE BOARD

The biographical details of Ms. Fang are set out below.

Ms. Fang Xue Yu

Ms. Fang, aged 51, holds a Master’s degree, served successively as deputy general manager of Hisense International, general manager of the European Company, general manager of Qingdao Hisense Communications Co., Ltd., vice president of Hisense Multimedia Group, vice president of Hisense Electronics Information Group, vice president and executive vice president of Hisense International. She currently serves as president and party committee secretary of Hisense International, director of Qingdao Lixin Innovation Technology Co., Ltd., director of Hisense Air-Conditioning Co., Ltd. and Hisense Refrigerator Co., Ltd. which are wholly-owned subsidiaries of the Company.

As at the Latest Practicable Date, Ms. Fang is a member of the senior management of a subsidiary of Hisense Group Holdings. Hisense Group Holdings is deemed to have interest in the shares of the Company, which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”).

Save as disclosed above, as at the Latest Practicable Date, Ms. Fang did not hold (i) any directorships in any other listed companies in Hong Kong or overseas in the last three years; and (ii) any other major appointments and professional qualifications. As at the Latest Practicable Date, Ms. Fang was not interested in any shares of the Company within the meaning of Part XV of the SFO and did not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

If Ms. Fang is appointed as an executive Director at the EGM, she will enter into a director’s service contract with the Company and her tenure will commence from the date of the EGM until the end of the twelfth session of the Board. During her term of office, Ms. Fang will not be entitled to any remuneration as a Director. If appointed, Ms. Fang will be elected as a member of the Strategy Committee of the twelfth session of the Board.

Save as disclosed above, there is no other information required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter relating to the nomination of Ms. Fang that needs to be brought to the attention of the Shareholders.

EGM

The EGM will be held at the conference room of Hisense International Centre, No.88 Hong Kong East Road, Qingdao City, Shandong Province, the PRC on Thursday, 18 September 2025 at 3:00 p.m., at which resolution will be proposed for the Shareholders to consider and, if thought fit, approve, among other things, the proposed election of Ms. Fang as executive Director.


LETTER FROM THE BOARD

The notice of the EGM is set out on pages EGM-1 to EGM-2 of this circular. A proxy form for use at the EGM and a reply slip are enclosed with this circular. The notice of the EGM, the proxy form and the reply slip are also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://hxjd.hisense.cn). Whether or not you intend to attend the EGM, you are requested to complete and return the 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, Computershare Hong Kong Investor Services 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 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 proxy form previously submitted shall be deemed to be revoked.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to the securities department of the Company by personal delivery, post or fax 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 Thursday, 11 September 2025. Failure to complete or return the reply slip will not preclude eligible Shareholders from attending the EGM should they so wish.

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.

In order to determine the holders of Shares who are eligible to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 12 September 2025 to Thursday, 18 September 2025 (both days inclusive). In order to qualify for attending the EGM, all transfer documents of H Shares together with the relevant share certificates must have been lodged with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services 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 Thursday, 11 September 2025 for registration.

Shareholders whose names appeared on the register of members of the Company as at the close of business on Thursday, 11 September 2025 (including holders of the H Shares who have submitted verified transfer forms at or before 4:30 p.m. on Thursday, 11 September 2025) are entitled to attend the EGM and to vote in respect of the resolution to be proposed at the EGM.

  • 5 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board is of the opinion that the resolution to be proposed at the EGM is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution to be proposed at the EGM as set out in the notice of the EGM.

Yours faithfully,

By order of the Board

Hisense Home Appliances Group Co., Ltd.

Gao Yu Ling

Chairperson

  • 6 -

NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING

Hisense 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 2025 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 second extraordinary general meeting (the "EGM") of the Company will be held at the conference room of Hisense International Centre, No.88 Hong Kong East Road, Qingdao City, Shandong Province, the People's Republic of China (the "PRC") on Thursday, 18 September 2025 at 3:00 p.m. or any adjournment of such meeting for the purpose of considering and, if thought fit, passing the following resolution, with or without modification, as ordinary resolution of the Company:

ORDINARY RESOLUTION

  1. To consider and approve the resolution on the election of Ms. Fang Xue Yu as an executive director of the twelfth session of the board of directors of the Company and to fix the level of her remuneration.

By order of the Board

Hisense Home Appliances Group Co., Ltd.

Gao Yu Ling

Chairperson

Foshan City, Guangdong, the PRC, 29 August 2025

Notes:

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

(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 Thursday, 11 September 2025. 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, Computershare Hong Kong Investor Services 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 Thursday, 11 September 2025 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 Thursday, 11 September 2025 (including holders of H Shares of the Company who have submitted verified transfer forms at or before 4:30 p.m. on Thursday, 11 September 2025) will be entitled to attend the EGM. The register of members of the Company will be closed from Friday, 12 September 2025 to Thursday, 18 September 2025 (both days inclusive).

  • EGM-1 -

NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING

(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, Computershare Hong Kong Investor Services 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 Listing Rules, 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 resolution 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 2866
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 resolution 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 Ms. Gao Yu Ling, Mr. Jia Shao Qian, Mr. Yu Zhi Tao and Mr. Dai Hui Zhong, the Company's independent non-executive directors are Mr. Li Zhi Gang, Mr. Tsoi Wing Sing and Mr. Xu Guo Jun, and the Company's employee representative director is Mr. Yin Bi Tong.

  • EGM-2 -