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