Brilliance China Automotive Holdings Limited (OTC Bulletin Board: BCAHY; HKEx: 1114) Notice of Special General Meeting
HONG KONG, Oct. 23, 2007 /Xinhua-PRNewswire-FirstCall/ --
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1114)
(1) REVISION OF APPROVED CAPS FOR REVISED CONTINUING CONNECTED
TRANSACTIONS;
(2) NEW CONTINUING CONNECTED TRANSACTION;
(3) CONNECTED AND MAJOR TRANSACTION - PROVISION OF FINANCIAL ASSISTANCE
TO/BY CONNECTED PERSONS;
(4) AMENDMENT TO BYE-LAWS; AND
(5) ADOPTION OF A NEW SET OF BYE-LAWS- 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 Victoria Room I, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Friday, 16 November 2007 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 or special resolutions of the Company:
ORDINARY RESOLUTIONS
1. "THAT
the proposed maximum annual monetary value of the revised 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) (the "Listing Rules") for each of the two financial years
ending 31 December 2008 as set out in the sub- paragraph headed "The
Proposed Caps" in the Letter from the Board contained in a circular
issued by the Company dated 24 October 2007 (the "Circular") (a copy of
which is marked "A" and produced to the meeting and signed by the
Chairman for identification purposes) be and are hereby approved."
2. "THAT
(a) the entering into of the regional agent agreement dated 3 October
2007 (the "Regional Agent Agreement") (a copy of which is marked
"B" and produced to the meeting and signed by the Chairman for
identification purposes) between Shenyang Brilliance JinBei
Automobile Co., Ltd. ("Shenyang Automotive") and Liaoning Zheng Guo
Investment Development Company Limited ("Liaoning Zheng Guo")
pursuant to which Liaoning Zheng Guo is to act as a regional agent
of the whole range of automobiles manufactured by Shenyang
Automotive for certain regions, such as Jinan, Qingdao, Wuhan,
Hefei, Chengdu, Kunming, Ningjing, Suzhou, Hangzhou, Wenzhou,
Shanghai, Changsa, Fuzhou, Guangzhou, Shenzhen and Nanning for a
term commencing after the approval of the Regional Agent Agreement
by the shareholders of the Company and expiring on 31 December 2008,
with an option to renew for another term of 3 years exercisable by
Shenyang Automotive be and is hereby ratified, confirmed and
approved and the sales of automobiles by Shenyang Automotive to
Liaoning Zheng Guo pursuant to the Regional Agent Agreement be and
is hereby approved; 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 transactions
contemplated under the Regional Agent Agreement; and
(b) the proposed maximum annual monetary value of the sales by Shenyang
Automotive to Liaoning Zheng Guo in the amount of RMB1,800,000,000
and RMB5,000,000,000, respectively for the two financial years
ending 31 December 2008 be and are hereby approved."
3. "THAT
(a) the entering into of the guarantee agreement dated 3 October 2007
between Shenyang XingYuanDong Automobile Component Co., Ltd. ("Xing
Yuan Dong"), a wholly-owned subsidiary of the Company and 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 RMB2.0 billion for a period of one year
commencing from 1 January 2008 to 31 December 2008 (a copy of which
is marked "C" and produced to the meeting and signed by the
Chairman for identification purposes) be and is hereby ratified,
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 3 October 2007
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 RMB500 million for a period of
one year commencing from 1 January 2008 to 31 December 2008 (a copy
of which is marked "D" and produced to the meeting and signed by
the Chairman for identification purposes) be and is hereby ratified,
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."
SPECIAL RESOLUTIONS
4. (a) "THAT the bye-laws of the Company (the "Bye-Laws") be amended as follows:
(1) Bye-Law 26 be amended by adding the words "or such other manner as
permissible under the Listing Rules" at the end;
(2) Bye-Law 44 be amended by deleting the words "and in the Newspapers"
therefrom;
(3) Bye-Law 60(B) be deleted in its entirety and replaced by the
following:
"60. (B) (i) Except in the case of the removal of auditors or Directors,
anything which may be done by Ordinary Resolution or Special
Resolution in general meeting may be done by resolution in
writing, signed by the required majority of the shareholders
or any class thereof or their proxies, or in the case of a
shareholder that is a corporation (whether or not a company
within the meaning of the Companies Act) by its
representative on behalf of such shareholder, being the
required majority of the shareholders of the Company or any
class thereof who at the date of the notice of the resolution
in writing would be entitled to attend a meeting and vote on
the resolution. Such resolution in writing may be signed in
as many counterparts as may be necessary.
(ii) Notice of any resolution in writing to be made under this
Bye-Law shall be given, and a copy of the resolution shall
be circulated, in the same manner as that required for a
notice of a general meeting of the Company at which the
resolution could have been considered, except that the
length of the period of notice shall not apply.
(iii) The accidental omission to give notice of, or to
circulate a copy of, a resolution in writing to be made
under this Bye-Law, or the non-receipt of such notice or
copy by, any person entitled to receive such notice or
copy shall not invalidate the passing of the resolution.
(iv) For the purposes of this Bye-Law, the date of the
resolution in writing is the date when the resolution is
signed by, or on behalf of, the shareholder who
establishes the majority of votes required for the
passing of the resolution and any reference in any
enactment to the date of passing of a resolution is, in
relation to a resolution in writing made in accordance
with this Bye-Law, a reference to such date.
(v) A resolution in writing made in accordance with this Bye-
Law is as valid as if it had been passed by the Company in
general meeting or, if applicable, by a meeting of the
relevant class of shareholders of the Company, as the case
may be. A resolution in writing made in accordance with
this Bye-Law shall constitute minutes for the purposes of
the Companies Acts and these Bye-Laws.";
(4) Bye-Law 97(A)(vi) be deleted in its entirety and replaced by the following:
"(vi) if he shall be removed from office by an Ordinary Resolution of the
Company under Bye-Law 104.";
(5) Bye-Law 104 be deleted in its entirety and replaced by the following:
"104. The Company may by Ordinary Resolution remove any Director
(including an Executive Director) before the expiration of his
period of office notwithstanding anything in these Bye-Laws or in
any agreement between the Company and such Director (but without
prejudice to any claim which such Director may have for damages for
any breach of any contract between him and the Company) and may
elect another person in his stead. Any person so elected shall hold
office only until the next following general meeting of the Company
and shall then be eligible for re- election at such meeting. If the
Director is to retire at an annual general meeting, he shall not be
taken into account in determining the Directors or the number of
Directors who are to retire by rotation at such annual general
meeting.";
(6) Bye-Law 113 be amended by deleting the words "(save and except for the Chairman)" therefrom;
(7) Bye-Law 119 be amended by deleting the first sentence and replaced by the following:
"The Board may elect any one of its body to act as Chairman and/or another to act as Deputy Chairman and may elect or otherwise appoint other officers and determine the period for which each of them is to hold office.";
(8) Bye-Law 144 be deleted in its entirety and replaced by the following:
"144. Notice of the declaration of an interim dividend may be given by
advertisement or in such other manner as is permissible under the
Listing Rules and other relevant legislation in the Relevant
Territory and in such other territory or territories as the Board
may determine and in such manner as the Board shall determine.";
(9) Bye-Law 162(B) be amended by deleting the words "(provided that prior
consent has been obtained from the shareholder)" therefrom and
replaced by "(provided that prior consent has been obtained from the
shareholder pursuant to the Companies Act and other relevant
legislations, regulations and the Listing Rules)"; and
(10) Bye-Law 162(C) be deleted in its entirety and replaced by the following:
"(C) For the purpose of this Bye-Law, subject to compliance with the
publication, shareholder's consent and notification
requirements of the Statutes and any rules prescribed by the
stock exchange in the Relevant Territory from time to time,
publication by the Company on the Company's web-site of those
documents to be sent to shareholders of the Company in
paragraph (B) above at least 21 days before the date of the
annual general meeting shall, in relation to each such
shareholder of the Company, be deemed to discharge the
Company's obligations under paragraph (B) above."
(b) "THAT subject to the passing of resolution numbered 4(a), a new set of
the Bye-Laws contained in the printed document, a copy of which has
been produced to the meeting marked "E" and has been signed by the
Chairman for the purposes of identification, be and are hereby
approved and adopted as the Bye-Laws."
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) (Chairman), Mr. Qi Yumin (Chief Executive Officer), Mr. He Guohua, Mr. Wang Shiping and Mr. Lei Xiaoyang (Chief Financial Officer); 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
Lam Yee Wah Eva
Company Secretary
Hong Kong, 24 October 2007
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 1806-1807, 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 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 to 3(b) set out in this notice of
special general meeting will be put to shareholders to vote on poll and
the special resolutions numbered 4(a) and 4(b) set out in this notice
of special general meeting will be put to shareholders to vote by a
show of hands.
For further information, please contact:
Lisa Ng
Brilliance China Automotive Holdings Limited
Tel: +852-2523-7227
Carol Lau
Weber Shandwick
Tel: +852-2533-9981