omniture

BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED ANNOUNCES NOTICE OF ANNUAL GENERAL MEETING

Brilliance China Automotive Holdings Limited
2007-04-27 21:17 840

HONG KONG, April 27 /Xinhua-PRNewswire-FirstCall/ -- Brilliance China Automotive Holdings (NYSE: CBA; HKEX: 1114) Limited announces its Notice of Annual General Meeting.

BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1114)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Brilliance China Automotive Holdings Limited (the "Company") will be held at Gloucester Room, 2nd Floor, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong on Friday, 22nd June, 2007 at 9:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements

and the reports of directors and auditors of the Company for the year

ended 31st December, 2006;

2. To re-elect directors of the Company and to authorise the board of

directors to fix the remuneration of the directors;

3. To authorise the board of directors to appoint auditors and to fix

their remuneration;

4. As special business, to consider and, if thought fit, pass, with or

without modification, the following resolutions as ordinary

resolutions:

(A) "THAT:

(a) subject to paragraph (c) of this resolution, the exercise by the

directors of the Company during the Relevant Period (as defined

below) of all powers of the Company to allot, issue or deal with

additional shares in the share capital of the Company or

securities convertible into such shares or options, warrants or

similar rights to subscribe for any shares or convertible

securities and to make or grant offers, agreements, and options

which might require the exercise of such powers, subject to and in

accordance with all applicable laws, be and is hereby generally

and unconditionally approved;

(b) the approval in paragraph (a) of this resolution shall authorise

the directors of the Company during the Relevant Period to make or

grant offers, agreements and options which would or might require

the exercise of such powers after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital allotted or agreed

conditionally or unconditionally to be allotted (whether pursuant

to an option or otherwise) and issued by the directors of the

Company pursuant to the approval in paragraph (a) of this

resolution, otherwise than pursuant to (i) a Rights Issue (as

hereinafter defined), (ii) the exercise of the subscription rights

or conversion under the terms of any warrants issued by the

Company or any securities which are convertible into shares of the

Company and from time to time outstanding, (iii) the exercise of

any option granted under the share option scheme or similar

arrangement for the time being adopted for the grant or issue to

officers and/or employees of the Company and/or any of its

subsidiaries and/or other eligible participants as stipulated in

such share option scheme or similar arrangement of shares or

rights to acquire shares of the Company, or

(iv) any scrip dividend or similar arrangement providing for the

allotment of shares of the Company in lieu of the whole or part of

a dividend on shares of the Company in accordance with the bye-

laws of the Company in force from time to time, shall not exceed

20 per cent.of the aggregate nominal amount of the share capital

of the Company in issue as at the date of passing of this

resolution and the said approval be limited accordingly;

and

(d) for the purpose of this resolution:

"Relevant Period" means the period from the passing of this resolution

until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the

Company;

(ii) the expiration of the period within which the next annual

general meeting of the Company is required by the bye-laws of

the Company or any applicable laws of Bermuda to be held; and

(iii) the revocation or variation of the authority given under this

resolution by an ordinary resolution of the shareholders of

the Company in general meeting.

"Rights Issue" means an offer of shares of the Company open for a

period fixed by the directors of the Company to holders of shares of

the Company in the register of members of the Company on a fixed

record date in proportion to their then holdings of such shares

(subject to such exclusion or other arrangement as the directors of

the Company may deem necessary or expedient in relation to

fractional entitlements or having regard to any restrictions or

obligations under the laws of, or the requirements of any recognised

regulatory body or such stock exchange in any territory outside

Hong Kong)."

(B) "THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the

directors of the Company during the Relevant Period (as defined

below) of all powers of the Company to purchase its own shares on

The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or

any other exchange on which the securities of the Company may be

listed and which is recognised by the Securities and Futures

Commission of Hong Kong and the Stock Exchange for this purpose

("Recognised Stock Exchange"), subject to and in accordance with

all applicable laws and regulations of Bermuda, bye-laws of the

Company and the requirements of the Rules Governing the Listing of

Securities on the Stock Exchange or any other Recognised Stock

Exchange as amended from time to time, be and is hereby generally

and unconditionally approved;

(b) the aggregate nominal amount of shares of the Company which may be

purchased by the Company pursuant to the approval in paragraph (a)

of this resolution during the Relevant Period shall not exceed 10

per cent. of the aggregate nominal amount of the share capital of

the Company in issue as at the date of passing of this resolution

and the said approval be limited accordingly; and

(c) for the purpose of this resolution:

"Relevant Period" means the period from the passing of this resolution

until whichever is the earlier of :

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual

general meeting of the Company is required by the bye-laws of

the Company or any applicable laws of Bermuda to be held; and

(iii)the revocation or variation of the authority given under this

resolution by an ordinary resolution of the shareholders of the

Company in general meeting."

(C) "THAT subject to the passing of resolutions numbered 4(A) and 4(B),

the aggregate nominal amount of the share capital of the Company

which are to be purchased by the Company pursuant to the authority

granted to the directors of the Company mentioned in resolution

numbered 4(B) shall be added to the aggregate nominal amount of

share capital of the Company that may be allotted or agreed

conditionally or unconditionally to be allotted by the directors of

the Company pursuant to resolution numbered 4(A) above, provided

that such amount shall not exceed 10 per cent. of the aggregate

nominal amount of the share capital of the Company in issue as at

the date of passing of this resolution."

By order of the Board

Brilliance China Automotive Holdings Limited

Lam Yee Wah Eva

Company Secretary

Hong Kong, 27th April, 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. The Hong Kong branch register of members of the Company will be

closed from Wednesday, 20th June, 2007 to Friday, 22nd June, 2007,

both days inclusive, during which period no transfer of shares will

be registered. In order to qualify for attending the meeting, all

properly completed transfer forms accompanied by the relevant share

certificates must be lodged with 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 for registration not later than 4:30 p.m. on Monday, 18th June,

2007.

6. 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.

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: Auto
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