omniture

Brilliance China Automotive Holdings Limited Announcement

Brilliance China Automotive Holdings Limited
2007-01-19 13:27 949

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

Source: Brilliance China Automotive Holdings Limited
Keywords: Food/Beverages