Brilliance China Automotive Holdings Limited Announcement
HONG KONG, Jan. 23, 2006 /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)
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 Salon II, Level B3, The Ritz Carlton Hong Kong, No. 3 Connaught Road Central, Hong Kong on Friday, 10 February 2006 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 16 December 2005
(the ''Framework Agreements'') (copies of which are marked ''A'' and
produced to the meeting and signed by the Chairman for identification
purpose) in respect of the continuing connected transactions (the
''Continuing Connected Transactions'') to be entered into between the
Company and its subsidiaries and connected persons of the Company (as
defined in the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited) as set out in the paragraph headed
''The Continuing Connected Transactions - Continuing Connected
Transactions'' in the Letter from the Board contained in a circular
issued by the Company dated 23 January 2006 (the ''Circular'') (a
copy of which is marked ''B'' and produced to the meeting and signed
by the Chairman for identification purpose) be and are hereby
confirmed and approved and the entering into of the Continuing
Connected Transactions pursuant to the Framework Agreements be and
are hereby approved;
(b) subject to the passing of resolution numbered 1(a) as set out in this
notice of meeting, the maximum monetary value of the Continuing
Connected Transactions for each of the three financial years ending
31 December 2008 as set out in the paragraph headed ''The caps -
Proposed annual caps'' in the Letter from the Board contained in the
Circular be and are hereby approved; and
(c) subject to the passing of resolutions numbered 1(a) and (b) as set
out in this notice of meeting, 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''.
2. ''THAT
(a) the entering into of the guarantee agreement dated 16 December 2005
between Shenyang XingYuanDong Automobile Component Co., Ltd. (''Xing
Yuan Dong''), a wholly owned subsidiary of the Company and Shenyang
Brilliance JinBei Automobile Co., Ltd. (''Shenyang Automotive''), a
51% owned subsidiary of the Company, in relation to the provision of
cross guarantee by each of Xing Yuan Dong and Shenyang Automotive for
the banking facilities of the other party up to the amount of RMB350
million for a period of one year commencing from 1 January 2006 to 31
December 2006 be and is hereby confirmed and approved and that the
directors of the Company be and are hereby authorised to take such
actions as are necessary to give effect to the cross guarantee; and
(b) the entering into of the guarantee agreement dated 16 December 2005
between Xing Yuan Dong and Shenyang JinBei Automotive Company Limited
(''JinBei'') in relation to the provision of cross guarantee by each
of Xing Yuan Dong and JinBei for the banking facilities of the other
party up to the amount of RMB385 million for a period of one year
commencing from 1 January 2006 to 31 December 2006 be and is hereby
confirmed and approved and that the directors of the Company be and
are hereby authorised to take such actions as are necessary to give
effect to the cross guarantee.''
3. ''THAT Mr. Qi Yumin be re-elected as a director of the Company and the
board of directors of the Company be and is hereby authorised to fix
the remuneration of Mr. Qi Yumin.''
By order of the Board
Brilliance China Automotive Holdings Limited
Lam Yee Wah Eva Company Secretary
Hong Kong, 23 January 2006
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 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.
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.
6. The ordinary resolutions numbered 1 and 2 as set out in this notice
of special general meeting will be put to shareholders to vote on poll.
The ordinary resolution numbered 3 as set out in this notice of special
general meeting will be put to shareholders to vote by a show of hands.
7. Each of the resolutions set out in the resolutions numbered 1(a), (b)
and (c) and 2(a) and (b) of this notice of special general meeting will
be put to shareholders to vote by way of separate resolutions.
8. As at the date of this announcement, the board of directors of the
Company comprises five executive directors, Mr. Wu Xiao An (also known
as Mr. Ng Siu On), Mr. Qi Yumin, Mr. He Guohua, Mr. Wang Shiping and
Mr. Lei Xiaoyang; one non-executive director, Mr. Wu Yong Cun; and
three independent non-executive directors, Mr. Xu Bingjin, Mr. Song
Jian and Mr. Jiang Bo.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.