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

Mon Dec 22, 2008 11:17am EST

* Reuters is not responsible for the content in this press release.

Brilliance China Automotive Holdings Limited (OTC Bulletin Board: BCAHY; HKEx:
1114) Notice of Special General Meeting
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED (Incorporated in Bermuda with
limited liability) (Stock Code: 1114)

HONG KONG, Dec. 22 /PRNewswire-Asia-FirstCall/ --
    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, 13th January, 2009 at 9:00 a.m. BJT, 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 subscription agreement dated 1st December,
           2008 (the "Subscription Agreement") (a copy of which is marked "A"
           and produced to the meeting and signed by the Chairman for
           identification purposes) between the Company and Huachen Automotive
           Group Holdings Company Limited ("Huachen") in relation to the
           subscription of 1,313,953,488 new shares (the "Subscription
Shares")
           at par value of US$0.01 each in the capital of the Company by
           Huachen at the price of HK$0.43 each Subscription Share (the
           "Subscription") 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 Subscription contemplated under the
           Subscription Agreement; and
       (b) subject to the Listing Committee of The Stock Exchange of Hong Kong
           Limited granting the listing of and permission to deal in, the
           Subscription Shares, the directors of the Company be and are hereby
           authorised to issue and allot the Subscription Shares to Huachen at
           completion of the Subscription Agreement."

    2. "THAT subject to the Executive Director of the Corporate Finance
       Division of the Securities and Futures Commission of Hong Kong or any
       of his delegates ("Executive") granting to Huachen (as defined in
       resolution number 1(a) set out in the notice of the special general
       meeting of which this resolution forms part) and parties acting in
       concert with it the waiver pursuant to Note 1 on dispensations from
       Rule 26 of the Hong Kong Code on Takeovers and Mergers, in respect of
       the obligations of Huachen and parties acting in concert with it to
       make a mandatory general offer for all the securities of the Company
       other than those already owned by Huachen and parties acting in concert
       with it, which would otherwise arise as a result of the issue and
       allotment of the Subscription Shares (as defined in resolution number
       1(a) set out in the notice of the special general meeting of which this
       resolution forms part) under the Subscription Agreement (as defined in
       resolution number 1(a) set out in the notice of the special general
       meeting of which this resolution forms part) ("Whitewash Waiver") and
       the satisfaction of any conditions(s) attached to the Whitewash Waiver
       imposed by the Executive, the Whitewash Waiver be and is hereby
       approved."

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

    Hong Kong, 23rd 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 2 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 of directors of the
       Company 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

Brilliance China Automotive Holdings Limited, Lisa Ng, +852- 2523-7227 or
Weber Shandwick in Hong Kong, Carol Lau, +852-2533-9981 for Brilliance China
Automotive Holdings Limited
Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.