Brilliance China Automotive Holdings Limited Notice of Annual General Meeting
HONG KONG, April 27 /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)
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 Victoria Room I, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Friday, 23rd June, 2006 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, 2005;
2. To re-elect directors of the Company and to authorise the board of
directors to fix the remuneration of the directors;
3. To authorise the board of directors to appoint auditors and to fix
their remuneration;
4. As special business, to consider and, if thought fit, pass, with or
without modification, the following resolutions as ordinary
resolutions:
(A) ''THAT:
(a) subject to paragraph (c) of this resolution, the exercise
by the directors of the Company during the Relevant Period
(as defined below) of all powers of the Company to allot,
issue or deal with additional shares in the share
capital of the Company or securities convertible into such
shares or options, warrants or similar rights to subscribe
for any shares or convertible securities and to make or
grant offers, agreements, and options which might require
the exercise of such powers, subject to and in
accordance with all applicable laws, be and is hereby
generally and unconditionally approved;
(b) the approval in paragraph (a) of this resolution shall
authorise the directors of the Company during the Relevant
Period to make or grant offers, agreements and options which
would or might require the exercise of such powers after the
end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or
agreed conditionally or unconditionally to be allotted
(whether pursuant to an option or otherwise) and issued by
the directors of the Company pursuant to the approval in
paragraph (a) of this resolution, otherwise than pursuant to
(i) a Rights Issue (as hereinafter defined), (ii) the
exercise of the subscription rights or conversion under the
terms of any warrants issued by the Company or any securities
which are convertible into shares of the Company and from
time to time outstanding, (iii) the exercise of any option
granted under the share option scheme or similar arrangement
for the time being adopted for the grant or issue to officers
and/or employees of the Company and/or any of its
subsidiaries of shares or rights to acquire shares
of the Company, or (iv) any scrip dividend or similar
arrangement providing for the allotment of shares of the
Company in lieu of the whole or part of a
dividend on shares of the Company in accordance with the
bye-laws of the Company in force from time to time, shall not
exceed 20 per cent. of the aggregate nominal amount of the
share capital of the Company in issue as at the date of
passing of this resolution and the said approval be limited
accordingly; and
(d) for the purpose of this resolution:
''Relevant Period'' means the period from the passing of this
resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiration of the period within which the next annual
general meeting of the Company is required by the
bye-laws of the Company or any applicable laws of Bermuda
to be held; and
(iii) the revocation or variation of the authority given under
this resolution by an ordinary resolution of the
shareholders of the Company in general meeting.
''Rights Issue'' means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company in the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangement as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or such stock exchange in any territory outside Hong Kong).''
(B) ''THAT:
(a) subject to paragraph (b) of this resolution, the exercise by
the directors of the Company during the Relevant Period (as
defined below) of all powers of the Company to purchase its
own shares on The Stock Exchange of Hong Kong Limited (the
''Stock Exchange'') or any other exchange on which the
securities of the Company may be listed and which is
recognised by the Securities and Futures Commission of Hong
Kong and the Stock Exchange for this purpose (''Recognised
Stock Exchange''), subject to and in accordance with all
applicable laws and regulations of Bermuda, bye-laws of the
Company and the requirements of the Rules Governing the
Listing of Securities on the Stock Exchange or any
other Recognised Stock Exchange as amended from time to time,
be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company which
may be purchased by the Company pursuant to the approval in
paragraph (a) of this resolution during the Relevant Period
shall not exceed 10 per cent. of the aggregate nominal amount
of the share capital of the Company in issue as at the date of
passing of this resolution and the said approval be limited
accordingly; and
(c) for the purpose of this resolution :
''Relevant Period'' means the period from the passing of this
resolution until whichever is the earlier of :
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiration of the period within which the next
annual general meeting of the Company is required by the
bye-laws of the Company or any applicable laws of
Bermuda to be held; and
(iii) the revocation or variation of the authority given under
this resolution by an ordinary resolution of the
shareholders of the Company in general meeting.''
(C) ''THAT subject to the passing of resolutions numbered 4(A) and 4(B),
the aggregate nominal amount of the share capital of the Company
which are to be purchased by the Company pursuant to the authority
granted to the directors of the Company mentioned in resolution
numbered 4(B) shall be added to the aggregate nominal amount of
share capital of the Company that may be allotted or agreed
conditionally or unconditionally to be allotted by the directors
of the Company pursuant to resolution numbered 4(A) above,
provided that such amount shall not exceed 10 per cent. of the
aggregate nominal amount of the share capital of the
Company in issue as at the date of passing of this resolution.''
By order of the Board
Brilliance China Automotive Holdings Limited
Lam Yee Wah Eva
Company Secretary
Hong Kong, 28th April, 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. The Hong Kong branch register of members of the Company will be closed
from Wednesday, 21st June, 2006 to Friday, 23rd June 2006, both days
inclusive, during which period no transfer of shares will be registered.
In order to qualify for attending the meeting, all properly completed
transfer forms accompanied by the relevant share certificates
must be lodged with 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 for
registration not later than 4:00 p.m. on Tuesday,
20th June, 2006.
6. 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 of directors of the Company comprises nine directors, including five executive directors, namely Mr. Wu Xiao An (also known as Mr. Ng Siu On) (Chairman), Mr. Qi Yumin (Chief Executive Officer), Mr. He Guohua, Mr. Wang Shiping and Mr. Lei Xiaoyang; one non-executive director, namely Mr. Wu Yong Cun; and three independent non-executive directors, namely, 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.