AI assistant
Medlive Technology Co., Ltd. — Regulatory Filings 2007
Apr 27, 2007
50436_rns_2007-04-27_60c93524-450c-469b-b354-f2e6dc379cda.pdf
Regulatory Filings
Open in viewerOpens in your device viewer
GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED 廣東科龍電器股份有限公司
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 0921)
ANNOUNCEMENT ON RESOLUTIONS PASSED AT THE 2007 THIRD MEETING OF THE SIXTH BOARD OF DIRECTORS
This announcement is made in accordance with Rule 13.09(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
The sixth board of directors (the “Board”) of Guangdong Kelon Electrical Holdings Company Limited (the “Company”) convened its third meeting of 2007 (the “Meeting”) at the conference room of the Company’s head office, Shunde District, Foshan City, Guangdong Province at 10:00 a.m. on 26 April 2007. The notice of the Meeting was dispatched to all the directors of the Company by fax and served on 6 April 2007. All of the nine directors of the Company attended the Meeting. The convening of and the voting at the Meeting were in compliance with the Company Law of the People’s Republic of China (the “PRC”) and the articles of association of the Company. The following resolutions were conscientiously considered and passed at the Meeting:
-
I. The report of the board of directors of the Company for the year ended 2006 was considered and passed with 9 affirmative votes, 0 objecting votes and 0 abstaining votes.
-
II. The annual report of the Company and its summary for the year ended 2006 were considered and passed with 9 affirmative votes, 0 objecting votes and 0 abstaining votes.
-
III. The profit distribution proposal of the Company for the year 2006 was considered and passed with 9 affirmative votes, 0 objecting votes and 0 abstaining votes: as audited by the domestic auditors, Shenzhen Dahua Tiancheng Certified Public Accountants, and the international auditors, BDO McCabe Lo Limited, the realised net profit of the Company in 2006 prepared in accordance with PRC GAAP was RMB24,120,000 and prepared in accordance with the International Accounting Standards was RMB69,220,000. To make up for losses occurred in previous years, there will be neither distribution of profit nor capitalisation of capital reserve for this year.
-
IV. The resolution regarding the reappointment of the auditors of the Company was considered and passed, with 9 affirmative votes, 0 objecting votes and 0 abstaining votes.
The Company proposed the reappointment of Shenzhen Dahua Tiancheng Certified Public Accountants and BDO McCabe Lo Limited as the Company’s domestic and international auditors, respectively, for the 2007 financial year.
- V. The specific explanation of the board of directors of the Company relating to the auditors’ report containing qualified opinion was considered and passed with 9 affirmative votes, 0 objecting votes and 0 abstaining votes.
1
-
VI. The resolutions regarding the correction of the material accounting errors of the Company and the specific explanation of the board of directors of the Company relating to the correction of the material accounting errors were considered and passed with 9 affirmative votes, 0 objecting votes and 0 abstaining votes. Please refer to the announcement on the correction of material accounting errors published by the Company on the same day for details.
-
VII. The resolution regarding the change of the name of the Company was considered and passed, with 9 affirmative votes, 0 objecting votes and 0 abstaining votes:
The Company intends to change its company name from “Guangdong Kelon Electrical Holdings Company Limited” to “HISENSE Kelon Electrical Holdings Company Limited”; and to change its English company name form “GUANGDONG KELON ELECTRICAL HOLDINGS COMPANY LIMITED” to “HISENSE KELON ELECTRICAL HOLDINGS COMPANY LIMITED”. At the same time, 青島海信電子產業控股股份有限公司 (Qingdao Hisense Electronics Holdings Company Limited) authorized the Company to use the word “HISENSE” and “海信 ” in its company name free of charge.
-
VIII. The resolution regarding the amendment to certain provisions included in the “Articles of Association of the Company” was considered and passed, with 9 affirmative votes, 0 objecting votes and 0 abstaining votes.
-
IX. The resolution regarding the amendment to certain provisions included in the Rules of Procedures for the Meetings of the Board of Directors and the resolution on the amendment to certain provisions in the Rules of Procedures for the General Meeting has been considered and passed with 9 affirmative votes, 0 objected votes and 0 abstained votes.
-
X. The resolutions regarding the provisions for the impairment of inventories, provisions for the impairment of fixed assets, provision for the impairment of construction in progress, and provision for bad debts of the Company: (i) the aggregate amount of the provision for impairment of inventories was RMB42,700,140.04; (ii) the aggregate amount of the provision for impairment of fixed assets was RMB23,888,658.43; (iii) the aggregate amount of the provision for impairment of construction in progress was RMB1,496,239.73; (vi) the aggregate amount of provision for bad debts was RMB12,175,894.87; were considered and passed with 9 affirmative votes, 0 objecting votes and 0 abstaining votes. The provisions for impairment as stated above do not involve related parties.
-
XI. The resolution for the approval of the related matters relating to the suspension or delisting of the Company’s A shares has been considered and passed with 9 affirmative votes, 0 objected votes and 0 abstained votes:
As the auditor has issued the qualified opinions on the capitals of the Company embezzled by Greencool Enterprise Development Company Limited (the former controlling shareholder of the Company), the Company will be likely to trigger the article in respect of suspension or termination of listing status pursuant to Article 14.1.3 of the Listing Rules of the Shenzhen Stock Exchange. In the opinion of the Board of the Company, the reasons for such qualified opinions are rather special as the Greencool case is still undergoing the litigation, so the Company will proactively negotiate
2
with the regulatory authority and seek to obtain a waiver from compliance with relevant provisions of suspension or delisting from Shenzhen Stock Exchange. The Board of the Company has made the following resolutions in respect of such case or the relevant issues:
-
In the event that the Company’s shares are suspended for listing, the Company will enter into an agreement with a securities firm which is qualified to act as a sponsor to resume the listing status of a company (hereinafter referred to as “the Agency”), under which Company shall engage the Agency as the sponsor responsible for resumption of the listing of the Company. If the Company’s shares are delisted, the Company shall entrust the Agency to provide share transfer service, and authorize it to deal with the issues such as deregistration of the Company’s shares in the share registration and clearing system of the stock exchange, the share reconfirmation and the share registration and clearing in the share transfer system.
-
In the event that the Company’s shares are suspended for listing, the Company shall enter into an agreement with China Registrars and Clearing Limited with terms (including but not limited to): if the Company’s shares are delisted, the Company shall entrust it as the provider of custodian, registration and clearing services for all the Company’s shares.
-
In the event that the Company’s shares are delisted, the Company will apply to transfer its shares in the share transfer system. The Board is authorized at the general meeting to proceed with the relevant issues such as delisting of the Company’s shares and transfer of the Company’s shares in the share transfer system.
- XII. The resolution regarding convening the 2006 annual general meeting has been considered and passed with 9 affirmative votes, 0 objected votes and 0 abstained votes:
It is decided that the Company will hold its 2006 annual general meeting in the conference room at the headquarters of the Company, Shunde District, Foshan City, Guangdong Province on 18 June 2007. For details, please refer to the Notice of 2006 Annual General Meeting to be issued by the Company on the same day.
Resolutions 1 to 4, and 7 to 11 above will be proposed at the Company’s 2006 annual general meeting for consideration, among which resolution 8 will be passed by way of special resolution.
SUSPENSION OF TRADING IN H SHARES
At the request of the Company, trading in H Shares of the Company was suspended with effect from 10:00 a.m. on 16 June 2005 until further notice.
By order of the Board Guangdong Kelon Electrical Holdings Company Limited Chairman Tang Ye Guo
As at the date of this announcement, the Company’s executive directors are Mr. Tang Ye Guo, Mr. Yang Yun Duo, Mr. Wang Shi Lei, Ms. Yu Shu Min, Mr. Lin Lan and Mr. Xiao Jian Lin; and the Company’s independent non-executive directors are Mr. Zhang Sheng Ping, Mr. Lu Qing and Mr. Cheung Yui Kai, Warren.
Foshan City, Guangdong, the PRC, 26 April 2007
“Please also refer to the published version of this announcement in China Daily”
3