Brilliance China Automotive Holdings Limited (OTC Bulletin Board: BCAHY; HKEx: 1114)...

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Thu Oct 23, 2008 7:42am EDT

Brilliance China Automotive Holdings Limited (OTC Bulletin Board: BCAHY; HKEx:
1114) Announces the Notice of Special General Meeting
    HONG KONG, Oct. 23 /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 Room Tian & Di,
7th Floor, The Landmark Mandarin Oriental, 15 Queen's Road Central, The
Landmark, Central, Hong Kong on Tuesday, 11th November, 2008 at 9:00 a.m. or
any adjournment thereof, 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 the outstanding options to subscribe for 92,125,000 shares at
       par value of US$0.01 each of the Company which have been granted but
       not exercised as at the date of the passing of this resolution,
       pursuant to the share option scheme of the Company adopted on 28th
       June, 2002 be and are hereby cancelled and that the directors of the
       Company be and are hereby authorised to do all such acts, execute
       all such documents and deeds as they in their discretion consider
       necessary or desirable to give effect to the foregoing."
    2. "THAT conditional upon the listing committee of The Stock Exchange
       of Hong Kong Limited (the "Stock Exchange") approving the share
       option scheme (a copy of which is produced to the meeting marked "A"
       and signed by the chairman of this meeting for the purpose of
       identification) (the "New Share Option Scheme") and any options
       which may be granted thereunder and granting approval for listing of,
       and permission to deal in, the shares at par value of US$0.01 each
       in the capital of the Company (the "Shares") which may fall to be
       issued pursuant to the New Share Option Scheme, the New Share Option
       Scheme be and is hereby approved and adopted by the Company and with
       effect from the date of the New Share Option Scheme becoming
       unconditional and effective, the existing share option scheme of the
       Company which was adopted by the Company on 28th June, 2002 be
       terminated therefrom and the directors of the Company (the
       "Directors") be and are hereby authorised to allot and issue Shares
       pursuant to the exercise of any options which may fall to be granted
       under the New Share Option Scheme, and that to the extent
       permissible under the bye-laws of the Company, the Rules Governing
       the Listing of Securities on the Stock Exchange and the rules of the
       New Share Option Scheme, the Directors may vote in respect of any
       resolution(s) under or affecting the New Share Option Scheme
       (including the granting of options thereunder or approving the
       allotment and issue of Shares upon exercise of options thereunder)
       notwithstanding any interest(s) of any Director(s)."


                                    By order of the Board
                        Brilliance China Automotive Holdings Limited
                                       Lam Yee Wah Eva
                                        Company Secretary


    Hong Kong, 24th October, 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 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.

    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 identification purposes only

    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

Lisa Ng of Brilliance China Automotive Holdings Limited, +852- 2523-7227, or
Carol Lau of Weber Shandwick, +852-2533-9981, for Brilliance China Automotive
Holdings Limited
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