HONG KONG, Feb. 12 /Xinhua-PRNewswire-FirstCall/ --
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1114)
ANNOUNCEMENT
RESULTS OF SPECIAL GENERAL MEETING
HELD ON 12 FEBRUARY 2007
The Board is pleased to announce that the Ordinary Resolutions relating to (i) the Revised Caps; (ii) the Additional Continuing Connected Transactions and the New Caps; and (iii) the Financial Assistance were duly passed by the Shareholders attending and voting at the Special General Meeting either in person or by proxy or by their duly authorised representatives by way of poll at the Special General Meeting held on 12 February 2007. The Board also announces that the Ordinary Resolution for the proposed increase in authorised share capital and the Special Resolution for the proposed amendment to the Bye-Laws were also duly passed by the Shareholders attending and voting at the Special General Meeting either in person or by their duly authorised representatives by a show of hands at the Special General Meeting. All Shareholders are eligible to vote on the Ordinary Resolutions and the Special Resolution under the Listing Rules.
Reference is made to the announcement made by the Company dated 15 December 2006 relating to the revision of the annual caps for the Relevant Continuing Connected Transactions, the Additional Continuing Connected Transactions and the New Caps, the provision of Financial Assistance to/by connected persons, the proposed increase in authorised share capital and the proposed amendment to the Bye-Laws (collectively the "Matters") and the circular issued by the Company dated 19 January 2007 relating to the Matters (the "Circular"). Unless otherwise defined, terms used herein shall have the same meanings as in the Circular.
As at the date of the Special General Meeting, the number of issued Shares of the Company was 3,668,390,900 Shares, which was also the total number of Shares entitling Shareholders to attend and vote for or against the Ordinary Resolutions in respect of the Revised Caps, the Additional Continuing Connected Transactions and the New Caps and the Financial Assistance. All Shareholders are eligible to vote on the Ordinary Resolutions under the Listing Rules. A total of 2,283,914,091 Shares were voted at the Special General Meeting in respect of the Ordinary Resolutions on the Revised Caps, the Additional Continuing Connected Transactions and the New Caps and the Financial Assistance.
The Board is pleased to announce that the Ordinary Resolutions relating to (i) the Revised Caps; (ii) the Additional Continuing Connected Transactions and the New Caps; and (iii) the Financial Assistance were duly passed by the Shareholders attending and voting at the Special General Meeting either in person or by proxy or by their duly authorised representatives by way of poll at the Special General Meeting held on 12 February 2007. The poll results are as follows:
Number of Shares voted
(approximate %)
Poll results in respect of the
Ordinary Resolutions For Against
1 To approve the proposed maximum
annual monetary value of the
Relevant Continuing Connected
Transactions for the two
financial years ending 31 2,283,721,491 192,600
December 2008. (99.9916%) (0.0084%)
2 (a) To ratify, confirm and approve
the entering into of the
framework agreements dated 15
December 2006 in respect of the
Additional Continuing Connected
Transactions to be entered into
between the Company and its
subsidiaries and connected
persons of the Company and to
approve the entering into of the
Additional Continuing Connected
Transactions pursuant to the 2,283,713,091 201,000
framework agreements; (99.9912%) (0.0088%)
(b) To approve the proposed maximum
annual monetary value of the
Additional Continuing Connected
Transactions for the two
financial years ending 31 2,283,714,491 199,600
December 2008; and (99.9913%) (0.0087%)
(c) To authorise the Directors to
take such actions and to enter
into such documents as are
necessary to give effect to the
Additional Continuing Connected 2,283,713,491 200,600
Transactions. (99.9912%) (0.0088%)
3 (a) To ratify, confirm and approve
the guarantee agreement dated 15
December 2006 between Shenyang
XingYuanDong Automobile
Component Co., Ltd. and Shenyang
Brilliance JinBei Automobile
Co., Ltd. in relation to the
provision of cross guarantee for
banking facilities of the other
party up to RMB1.5 billion for a
period of one year from 1
January 2007 to 31 December 2007
and to authorise the Directors
to take such actions as are
necessary to give effect to the 2,283,721,491 192,600
cross guarantee; and (99.9916%) (0.0084%)
(b) To ratify, confirm and approve
the guarantee agreement dated 15
December 2006 between Shenyang
XingYuanDong Automobile
Component Co., Ltd. and Shenyang
JinBei Automotive Company
Limited in relation to the
provision of cross guarantee for
banking facilities of the other
party up to RMB500 million for a
period of one year from 1
January 2007 to 31 December 2007
and to authorise the Directors
to take such actions as are
necessary to give effect to the 2,283,693,991 220,100
cross guarantee (99.9904%) (0.0096%)
.
The Board also announces that the Ordinary Resolution for the proposed increase in authorised share capital and the Special Resolution for the proposed amendment to the Bye-Laws were also duly passed by the Shareholders attending and voting at the Special General Meeting either in person or by their duly authorised representatives by a show of hands at the Special General Meeting.
Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong, acted as scrutineers for the vote-taking at the Special General Meeting.
As at the date of this announcement, the Board 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.
By order of the Board
Brilliance China Automotive Holdings Limited
Wu Xiao An
(also known as Ng Siu On)
Chairman
Hong Kong, 12 February 2007
CONTACTS:
Lisa Ng
Brilliance China Automotive Holdings Limited
t: +852-2523-7227
Carol Lau
Weber Shandwick in Hong Kong
t: +852-2533-9981
