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

Tue Jan 13, 2009 7:12am EST

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Brilliance China Automotive Holdings Limited (OTC Bulletin Board: BCAHY; HKEx:
1114) Announces the Results of Special General Meeting Held on 13th January,
2009
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED (Incorporated in Bermuda with
limited liability) (Stock Code: 1114)

HONG KONG, Jan. 13 /PRNewswire-Asia-FirstCall/ -- The Board is pleased to
announce that the Ordinary Resolutions relating to the Subscription Agreement,
the Whitewash Waiver and the issue and allotment of the Subscription Shares
were duly passed by the Independent Shareholders attending and voting at the
SGM by way of poll at the SGM.
    Reference is made to the announcement made by the Company dated 2nd
December, 2008 and the circular issued by the Company dated 23rd December,
2008 (the "Circular") in relation to, among other things, the Subscription and
the Whitewash Waiver. Unless the context requires otherwise, terms used herein
shall have the same meanings as in the Circular.
    The Board is pleased to announce that the Ordinary Resolutions relating to
the Subscription Agreement, the Whitewash Waiver and the issue and allotment
of the Subscription Shares were duly passed by the Independent Shareholders
attending and voting at the SGM by way of poll at the SGM held on 13th
January,
2009. The Company's branch share registrar and transfer office in Hong Kong,
Computershare Hong Kong Investor Services Limited, was appointed as the
scrutineer for the vote-taking at the SGM.
    As at the date of the SGM, the number of issued Shares of the Company was
3,669,765,900 Shares. Huachen and its associates and parties acting in concert
with it and those who are involved or interested in the Subscription as at the
date of the SGM were interested in 1,446,121,500 Shares, representing
approximately 39.41% of the issued share capital of the Company, have
abstained from voting in respect of the Ordinary Resolutions. As such,
Independent Shareholders holding a total of 2,223,644,400 Shares, representing
approximately 60.59% of the issued share capital of the Company, were entitled
to vote for or against the Ordinary Resolutions at the SGM.
    Details of the poll results in respect of the Ordinary Resolutions to
approve the Subscription Agreement, the Whitewash Waiver and the issue and
allotment of the Subscription Shares are as follows:

    Ordinary Resolutions                  FOR          AGAINST    Total number
     proposed at the SGM               votes (%)       votes (%)     of votes

    1 a. To approve, confirm and      662,978,978     92,141,200   755,120,178
      ratify the entering into of        (88%)           (12%)
      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")
      and to authorise the
      directors of the Company to
      take such actions and to
      enter into such documents as
      are necessary to give effect
      to the Subscription
      contemplated under the
      Subscription Agreement.

      b. Subject to the Listing       662,978,978     92,141,200   755,120,178
      Committee of The Stock             (88%)           (12%)
      Exchange of Hong Kong Limited
      granting the listing of, and
      permission to deal in, the
      Subscription Shares, to
      authorise the directors of
      the Company to issue and allot
      the Subscription Shares to
      Huachen at completion of the
      Subscription Agreement

    2 Subject to the Executive        662,978,978     92,141,200   755,120,178
      Director of the Corporate          (88%)           (12%)
      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 condition(s)
      attached to the Whitewash Waiver
      imposed by the Executive, to
      approve the Whitewash Waiver.


    The following table sets out the shareholding structure of the Company
before and after completion of the Subscription:
                                                          Immediately after
                                                          completion of the
                                                         Subscription (taking
                                                        into account the issue
                                                         and allotment of the
                                                         Subscription Shares
                                                           and assuming no
                                                           exercise of the
                                                         subscription rights
                                                           attaching to the
                                                         outstanding options
                                                          and the conversion
                                                            rights of the
                               Existing shareholding      Convertible Bonds)

                              Number of   Approximate  Number of   Approximate
                                Shares     percentage    Shares     percentage
                                                  %                          %
    Huachen and parties
     acting in concert
     with it (Note 1)       1,446,121,500     39.41   2,760,074,988      55.38
    Templeton Asset
     Management Ltd.
     (Note 2)                 517,937,632     14.11     517,937,632      10.39
    Public Shareholders     1,705,706,768     46.48   1,705,706,768      34.23
    Total                   3,669,765,900    100.00   4,983,719,388     100.00


    Notes:
    1. The 1,446,121,500 Shares are held by Huachen. The parties acting in
       concert with Huachen have no interest in the share capital of the
       Company.
    2. The 517,937,632 Shares in long position are held in the capacity as
       investment manager.
    3. As at the date of this announcement, none of the Directors is
       interested in any Shares.
    4. As at the date of this announcement, 2,800,000 share options and
       64,100,000 share options have been granted by the Company under the
       share option schemes adopted by the Company on 18th September, 1999 and
       11th November, 2008 respectively and have not been exercised.
    5. Save for the options to subscribe for 66,900,000 Shares mentioned in
       note 4 above and the Convertible Bonds, as at the date of this
       announcement, the Company did not have other outstanding options,
       derivatives, warrants or securities which are convertible or
       exchangeable into Shares.


    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.
                            By order of the Board
                 Brilliance China Automotive Holdings Limited
                                  Wu Xiao An
                          (also known as Ng Siu On)
                                   Chairman

    The Directors jointly and severally accept full responsibility for the
accuracy of the information contained in this announcement (other than
information relating to Huachen) and confirm, having made all reasonable
enquiries, that to the best of their knowledge, opinions expressed in this
announcement have been arrived at after due and careful consideration and
there are no other facts not contained in this announcement the omission of
which would make any statements in this announcement misleading.
    The directors of Huachen jointly and severally accept full responsibility
for the accuracy of the information contained in this announcement (other than
information relating to the Group) and confirm, having made all reasonable
enquiries, that to the best of their knowledge, opinions expressed in this
announcement have been arrived at after due and careful consideration and
there are no other facts not contained in this announcement the omission of
which would make any statements in this announcement misleading.
    Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong
Kong Limited take no responsibility for the contents of this announcement,
make no representation as to its accuracy or completeness and expressly
disclaim any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the content of this announcement.
    For further information, please contact:

    Lisa Ng
     Brilliance China Automotive Holdings Limited
     Tel: +852-2523-7227

    Carol Lau
     Weber Shandwick in Hong Kong
     Tel: +852-2533-9981

SOURCE  Brilliance China Automotive Holdings Limited

Lisa Ng of Brilliance China Automotive Holdings Limited, +852- 2523-7227;
Carol Lau of Weber Shandwick in Hong Kong, +852-2533-9981
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