omniture

Brilliance China Automotive Holdings Limited (OTC Bulletin Board: BCAHY;HKEx: 1114) Notice of Special General Meeting

Brilliance China Automotive Holdings Limited
2008-12-10 09:09 1189

HONG KONG, Dec. 9 /PRNewswire-Asia-FirstCall/ --

BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1114)

NOTICE IS HEREBY GIVEN that a special general meeting of Brilliance China Automotive Holdings Limited ("Company") will be held at Room Tian & Di, 7th Floor, The Landmark Mandarin Oriental, 15 Queen's Road Central, The Landmark, Central, Hong Kong on Tuesday, 30 December 2008 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 of the Company:

ORDINARY RESOLUTIONS

1. "THAT

(a) the entering into of the framework agreements dated 19 November 2008

(the "Framework Agreements") (copies of which are marked "A" and

produced to the meeting and signed by the Chairman for identification

purposes) in respect of the continuing connected transactions to be

entered into between the Company and its subsidiaries on the one part

and Shenyang JinBei Automotive Company Limited ("JinBei") and its

subsidiaries and associated companies on the other part for the three

financial years ending 31 December 2011 (the "Continuing Connected

Transactions") as set out in the paragraph headed "The Continuing

Connected Transactions" in the Letter from the Board contained in a

circular issued by the Company dated 10 December 2008 (the "Circular")

(a copy of which is marked "B" and produced to the meeting and signed

by the Chairman for identification purposes) be and are hereby

approved, confirmed and ratified and the entering into of the

Continuing Connected Transactions pursuant to the Framework Agreements

be and are hereby approved and confirmed ; and that 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

Continuing Connected Transactions contemplated under the Framework

Agreements; and

(b) the proposed maximum annual monetary value of the Continuing Connected

Transactions contemplated under the Framework Agreements for each of

the three financial years ending 31 December 2011 as set out in the

paragraph headed "Proposed Caps and Historical Figures - Proposed

Caps" in the Letter from the Board contained in the Circular be and

are hereby approved."

2. "THAT

(a) the entering into of the regional agent agreement dated 19 November

2008 (the "Regional Agent Agreement") (a copy of which is marked "C"

and produced to the meeting and signed by the Chairman for

identification purposes) in respect of the continuing connected

transaction to be entered into between Shenyang Brilliance JinBei

Automobile Co., Ltd. and Liaoning Zheng Guo Investment Development

Company Limited for the three financial years ending 31 December 2011

as set out in the paragraph headed "The Continuing Connected

Transactions" in the Letter from the Board contained in the Circular

be and are hereby approved, confirmed and ratified and the entering

into of the continuing connected transaction pursuant to the Regional

Agent Agreement be and is hereby approved and confirmed; and that 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 continuing connected transaction contemplated under the

Regional Agent Agreement; and

(b) the proposed maximum annual monetary value of the continuing connected

transaction contemplated under the Regional Agent Agreement for each

of the three financial years ending 31 December 2011 as set out in the

paragraph headed "Proposed Caps and Historical Figures - Proposed

Caps" in the Letter from the Board contained in the Circular be and

are hereby approved."

3. "THAT the entering into of the cross guarantees agreement dated 19 November 2008 between Shenyang XingYuanDong Automobile Component Co., Ltd. "Xing Yuan Dong" and JineBei in relation to the provision of cross guarantees by each of Xing Yuan Dong and JinBei (and its subsidiaries) 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 2009 to 31 December 2009 (a copy of which is marked "D" and produced to the meeting and signed by the Chairman for identification purposes) be and is hereby approved, confirmed and ratified; and that 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 cross guarantees agreement."

By order of the Board

Brilliance China Automotive Holdings Limited

Lam Yee Wah Eva

Company Secretary

Hong Kong, 10 December 2008

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 Rooms 1806-07, 18th 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 resolution put

to vote at a general meeting shall be decided on a show of hands unless

a poll is required under the Rules Governing the Listing of Securities

on The Stock Exchange of Hong Kong Limited or demanded (before or at

the declaration of the results of the show of hands in respect of the

relevant resolution 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 set out in this notice of

special general meeting will be put to shareholders to vote taken by

way of a poll.

As at the date of this announcement, the Board comprises four executive directors, Mr. Wu Xiao An (also known as Mr. Ng Siu On) (Chairman), Mr. Qi Yumin (Chief Executive Officer), Mr. He Guohua and Mr. Wang Shiping; one non-executive director, Mr. Lei Xiaoyang; and three independent non-executive directors, Mr. Xu Bingjin, Mr. Song Jian and Mr. Jiang Bo.

For further information, please contact:

Lisa Ng

Brilliance China Automotive Holdings Limited

Tel: +852-2523-7227

Carol Lau

Weber Shandwick

Tel: +852-2533-9981

Source: Brilliance China Automotive Holdings Limited
collection