Notice of Special General Meeting
HONG KONG, Jan. 18 /Xinhua-PRNewswire-FirstCall/ --
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1114)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of Brilliance China Automotive Holdings Limited (the "Company") will be held at Victoria Room I, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Monday, 12 February 2007 at 9:00 a.m., for the purposes of considering and, if thought fit, passing, with or without modification, the following resolutions as ordinary resolutions or special resolution of the Company:
ORDINARY RESOLUTIONS
1. "THAT the proposed maximum annual monetary value of the relevant
continuing connected transactions to be entered into between the
Company and its subsidiaries and connected persons of the Company (as
defined in the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited) (the "Listing Rules") for each of the
two financial years ending 31 December 2008 as set out in the sub-
paragraph headed "The estimated amounts for the year ended 31
December 2006 and the Revised Caps" in the Letter from the Board
contained in a circular issued by the Company dated 19 January 2007
(the "Circular") (a copy of which is marked "A" and produced to the
meeting and signed by the Chairman for identification purpose) be and
are hereby approved."
2. "THAT
(a) the entering into of the framework agreements dated 15 December
2006 (the "Framework Agreements") (copies of which are marked "B"
and produced to the meeting and signed by the Chairman for
identification purpose) in respect of the additional continuing
connected transactions (the "Additional Continuing Connected
Transactions") to be entered into between the Company and its
subsidiaries and connected persons of the Company (as defined in
the Listing Rules) as set out in the sub-paragraph headed "The
Additional Continuing Connected Transactions" in the Letter from
the Board contained in the Circular be and are hereby ratified,
confirmed and approved and the entering into of the Additional
Continuing Connected Transactions pursuant to the Framework
Agreements be and are hereby approved;
(b) the proposed maximum annual monetary value of the Additional
Continuing Connected Transactions for each of the two financial
years ending 31 December 2008 as set out in the sub-paragraph
headed "The New Caps" in the Letter from the Board contained in
the Circular be and are hereby approved; and
(C) the directors of the Company be and are hereby authorised to take
such actions and to enter into such documents as are necessary to
give effect to the Additional Continuing Connected Transactions."
3. "THAT
(a) the entering into of the guarantee contract dated 15 December
2006 between Shenyang XingYuanDong Automobile Component Co., Ltd.
("Xing Yuan Dong"), a wholly-owned subsidiary of the Company and
Shenyang Brilliance JinBei Automobile Co., Ltd. ("Shenyang
Automotive"), a 51% owned subsidiary of the Company, in relation
to the provision of cross guarantee by each of Xing Yuan Dong and
Shenyang Automotive for the banking facilities of the other party
up to the amount of RMB1.5 billion for a period of one year
commencing from 1 January 2007 to 31 December 2007 (a copy of
which is marked "C" and produced to the meeting and signed by the
Chairman for identification purpose) be and is hereby ratified,
confirmed and approved and that the directors of the Company be
and are hereby authorised to take such actions as are necessary
to give effect to the cross guarantee; and
(b) the entering into of the guarantee contract dated 15 December
2006 between Xing Yuan Dong and Shenyang JinBei Automotive
Company Limited ("JinBei") in relation to the provision of cross
guarantee by each of Xing Yuan Dong and JinBei for the banking
facilities of the other party up to the amount of RMB500 million
for a period of one year commencing from 1 January 2007 to 31
December 2007 (a copy of which is marked "D" and produced to the
meeting and signed by the Chairman for identification purpose) be
and is hereby ratified,confirmed and approved and that the
directors of the Company be and are hereby authorised to take
such actions as are necessary to give effect to the cross
guarantee."
4. "THAT the authorised share capital of the Company be increased from
US$50,000,000 to US$80,000,000 by the creation of an additional
3,000,000,000 shares of US$0.01 each."
SPECIAL RESOLUTION
5. "THAT subject to the passing of the Resolution numbered 4 as set out
in the notice of the special general meeting of which this resolution
forms part, bye-law 6.(A) of the bye-laws of the Company be deleted
in its entirety and substituted with the following:
"The authorised share capital of the Company is US$80,000,000 divided
into 8,000,000,000 shares of US$0.01 each.""
By order of the Board
Brilliance China Automotive Holdings Limited
Lam Yee Wah Eva
Company Secretary
Hong Kong, 19 January 2007
Registered office:
Canon's Court
22 Victoria Street
Hamilton HM12
Bermuda
Head office and principal place of business:
Suites 1602-05
Chater House
8 Connaught Road Central
Hong Kong
Notes:
1. A shareholder entitled to attend and vote at the above meeting may
appoint one or more than one proxies to attend and to vote on a poll
in his stead. On a poll, votes may be given either personally (or in
the case of a shareholder being a corporation, by its duly authorised
representative) or by proxy. A proxy need not be a shareholder of
the Company.
2. Where there are joint registered holders of any share, any one of
such persons may vote at the meeting, either personally or by proxy,
in respect of such share as if he were solely entitled thereto; but
if more than one of such joint holders are present at the meeting
personally or by proxy, that one of the said persons so present whose
name stands first on the register of members of the Company in
respect of such shares shall alone be entitled to vote in respect
thereof.
3. In order to be valid, the form of proxy duly completed and signed in
accordance with the instructions printed thereon together with the
power of attorney or other authority, if any, under which it is
signed or a notarially certified copy thereof must be delivered to
the office of the Company's branch registrar in Hong Kong,
Computershare Hong Kong Investor Services Limited at Shops 1712-16,
17th Floor, Hopewell Centre,183 Queen's Road East, Hong Kong not less
than 48 hours before the time appointed for holding the meeting or
any adjournment thereof.
4. Completion and return of the form of proxy will not preclude
shareholders from attending and voting in person at the meeting if
shareholders so wish.
5. Pursuant to bye-law 70 of the Bye-Laws of the Company, a poll may be
declared in relation to any resolution put to the vote of the meeting
before or at the declaration of the results of the show of hands or
on the withdrawal of any other demand for a poll:
(a) by the chairman of the meeting; or
(b) by at least three shareholders present in person or by a duly
authorised corporate representative or by proxy for the time
being entitled to vote at the meeting; or
(C) by any shareholder or shareholders present in person or by a duly
authorised corporate representative or by proxy and representing
not less than one-tenth of the total voting rights of all the
shareholders having the right to attend and vote at the meeting;
or
(d) by any shareholder or shareholders present in person or by a duly
authorised corporate representative or by proxy having the right
to attend and vote at the meeting, and in respect of whose
shares, sums have been paid up in the aggregate equal to not less
than one-tenth of the total sum paid up on all the shares having
that right.
6. The ordinary resolutions numbered 1 to 3(b) set out in this notice of
special general meeting will be put to shareholders to vote on poll
and the ordinary resolution numbered 4 and the special resolution
numbered 5 set out in this notice of special general meeting will be
put to shareholders to vote by a show of hands.
7. As at the date of this announcement, the board of directors of the
Company comprises five executive directors, Mr. Wu Xiao An (also
known as Mr. Ng Siu On) (Chairman), Mr. Qi Yumin (Chief Executive
Officer),Mr. He Guohua, Mr. Wang Shiping and Mr. Lei Xiaoyang (Chief
Financial Officer); and three independent non-executive directors,
Mr. Xu Bingjin, Mr. Song Jian and Mr. Jiang Bo.
Contacts:
Lisa Ng
Brilliance China Automotive Holdings Limited
Tel: +852-2523-7227
Carol Lau
Weber Shandwick in Hong Kong
Tel: +852-2533-9981
