Brilliance China Automotive Holdings Limited: Proposed Amendments to the Bye-Laws of the Company
HONG KONG, April 29 /Xinhua-PRNewswire-FirstCall/ -- The following was released today by Brilliance China Automotive Holdings Limited :
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1114)
PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY
The Directors propose to amend the Bye-Laws in order to, amongst others, reflect the amendments to the Listing Rules relating to the Code on Corporate Governance Practices and Rules on the Corporate Governance Report which came into effect on 1st January, 2005.
The proposed amendments to the Bye-Laws are subject to the approval of the shareholders by way of a special resolution to be considered at the Annual General Meeting.
A circular containing details of the proposed amendments to the Bye-Laws and a notice of the Annual General Meeting has been despatched to shareholders of the Company on the date of this announcement.
To reflect (i) the recent amendments to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") relating to the Code on Corporate Governance Practices (the "Code") and Rules on the Corporate Governance Report which came into effect on 1st January, 2005 and (ii) the existing authorised share capital of Brilliance China Automotive Holdings Limited (the "Company"), and to facilitate the process for demanding a poll at general meetings, the directors of the Company (the "Directors") propose to amend the bye-laws of the Company (the "Bye-Laws"). A brief description of the proposed amendments to the Bye-Laws is as follows:
Bye-law 6(A): To be updated to reflect the existing authorised share
capital of the Company
Bye-law 70: To be amended to facilitate the process for demanding
a poll at general meetings
Bye-law 99: To provide for retirement by rotation of every
director at annual general meetings of the Company in
compliance with code provision A.4.2 of the Code
Bye-law 102: To specify that any director of the Company appointed
to fill a casual vacancy shall hold office until the
next following general meeting, instead of the next
following annual general meeting
The proposed amendments to the Bye-Laws are subject to the approval of the shareholders by way of a special resolution to be considered at the forthcoming annual general meeting of the Company (the "Annual General Meeting") to be held on Friday, 24th June, 2005 at 9:00 a.m.
A circular containing details of the proposed amendments to the Bye-Laws and a notice of the Annual General Meeting has been despatched to shareholders of the Company on the date of this announcement.
As at the date of this announcement, the board of Directors comprises, Mr. Wu Xiao An (also known as Mr. Ng Siu On), Mr. Lin Xiaogang, Mr. Hong Xing and Mr. Su Qiang (also known as Mr. So Keung), all of whom are executive Directors; Mr. Wu Yong Cun and Mr. Lei Xiaoyang, both of whom are non- executive Directors; and Mr. Xu Bingjin, Mr. Song Jian and Mr. Jiang Bo, all of whom are independent non-executive Directors.
By order of the Board Brilliance China Automotive Holdings Limited Wu Xiao An(also known as Ng Siu On) Chairman Hong Kong, 29th April, 2005 NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting of Brilliance China Automotive Holdings Limited (the "Company") will be held at Pheasant Room, 1st Floor, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong on Friday, 24th June, 2005 at 9:00 a.m. for the following purposes:
1 To receive and consider the audited consolidated financial statements
and the reports of directors and auditors of the Company for the year
ended 31st December, 2004;
2 To consider and approve a final dividend for the year ended 31st
December, 2004;
3 To re-elect directors of the Company and to authorise the board of
directors to fix the remuneration of the directors;
4 To authorise the board of directors to appoint auditors and to fix
their remuneration;
and by way of special business, to consider and, if though fit, pass the following resolutions:
AS ORDINARY RESOLUTIONS
5 (A) To grant a general mandate to the directors of the Company to
issue additional shares not exceeding 20% of the issued share
capital;
(B) To grant a general mandate to the directors of the Company to
repurchase shares not exceeding 10% of the issued share capital;
(C) To extend the general mandate under item 5(A) by increasing the
number of shares permitted to be issued equivalent to the number of
shares repurchased under item 5(B) hereof;
AS A SPECIAL RESOLUTION
6 To amend bye-laws 6(A), 70, 99, 102(A) and 102(B) of the Company in
order to, amongst others, reflect the amendments to the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited
relating to the Code on Corporate Governance Practices and Rules on the
Corporate Governance Report which came into effect on 1st January,
2005.
By order of the Board
Brilliance China Automotive Holdings Limited
Hong Xing
Company Secretary
Hong Kong, 29th April, 2005
Notes:
1 This is a summary of the full text of the notice of annual general
meeting. The full text of resolutions 5(A), 5(B), 5(C) and 6 is set out
in the notice of annual general meeting accompanying the circular
despatched to shareholders on 29th April, 2005 (the "Circular"). The
Circular can also be viewed and downloaded from the website of The Hong
Kong Exchanges and Clearing Limited at www.hkex.com.hk .
2 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.
3 Where there are joint registered holders of any shares, any one of such
persons may vote at the meeting, either personally or by proxy, in
respect of such shares 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.
4 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 share registrar in Hong Kong, Computershare
Hong Kong Investor Services Limited at Shops 1712-16, 17th 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.
5 The Hong Kong branch register of members of the Company will be closed
from Monday, 20th June, 2005 to Friday, 24th June, 2005, both days
inclusive, during which period no transfer of shares will be
registered. In order to qualify for the proposed final dividend and
for attending the annual general meeting, all properly completed
transfer forms accompanied by the relevant share certificates must be
lodged with the Company's branch share registrar in Hong Kong,
Computershare Hong Kong Investor Services Limited at Shops 1712-16,
17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong for
registration not later than 4:00 p.m. on Friday, 17th June, 2005.
6 In relation to resolution 5(B), an explanatory statement (as required
by the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the "Listing Rules")) is set out in Appendix to
the Circular despatched to shareholders on 29th April, 2005. The
Circular can also be viewed and downloaded from the website of The Hong
Kong Exchanges and Clearing Limited at www.hkex.com.hk .
7 In relation to resolution 6, the purpose of the amendments to the bye-
laws of the Company is mainly to reflect the amendments to the Listing
Rules relating to the Code on Corporate Governance Practices and Rules
on the Corporate Governance Report which came into effect on 1st
January, 2005. The bye-laws of the Company will also be amended to
reflect the existing authorised share capital of the Company and to
facilitate the process for demanding a poll at general meetings. A
brief description of the proposed amendments to the bye-laws of the
Company is set out in an announcement of even date. The full text of
the proposed amendments is set out in the notice of annual general
meeting accompanying the Circular despatched to shareholders on 29th
April, 2005. The Circular can also be viewed and downloaded from the
website of The Hong Kong Exchanges and Clearing Limited at
www.hkex.com.hk .
8 As at the date of this announcement, the board of directors of the
Company (the "Directors") comprises Mr. Wu Xiao An (also known as Mr.
Ng Siu On), Mr. Lin Xiaogang, Mr. Hong Xing and Mr. Su Qiang (also
known as Mr. So Keung), all of whom are executive Directors; Mr. Wu
Yong Cun and Mr. Lei Xiaoyang, both of whom are non-executive
Directors; and Mr. Xu Bingjin, Mr. Song Jian and Mr. Jiang Bo, all of
whom are independent non-executive Directors.
* for identification purposes only