Brilliance China Automotive Holdings Limited (OTC Bulletin Board: BCAHY; HKEx: 1114) Announces Results of Special General Meeting
HONG KONG, Nov. 16, 2007/Xinhua-PRNewswire-FirstCall/ --
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1114)
ANNOUNCEMENT
RESULTS OF SPECIAL GENERAL MEETING
HELD ON 16th NOVEMBER, 2007
The Board is pleased to announce that the Ordinary Resolutions relating to (i) the Proposed Caps; (ii) the New Continuing Connected Transaction and the Caps; and (iii) the Financial Assistance were duly passed by the Shareholders attending and voting at the Special General Meeting either in person or by proxy or by their duly authorised representatives by way of poll at the Special General Meeting held on 16th November, 2007. The Board also announces that the Special Resolutions for the proposed amendment to the Bye- Laws and the adoption of a new set of Bye-Laws were also duly passed by the Shareholders attending and voting at the Special General Meeting either in person or by their duly authorised representatives by a show of hands at the Special General Meeting. Except for the Ordinary Resolution in relation to the New Continuing Connected Transaction and the Caps, of which Huachen and its associates are required under the Listing Rules to abstain from voting thereon, all Shareholders are eligible to vote on the Ordinary Resolutions and the Special Resolutions under the Listing Rules.
Reference is made to the announcement made by the Company dated 3rd October, 2007 relating to the revision of the Approved Caps for the Revised Continuing Connected Transactions, the New Continuing Connected Transaction and the Caps, the provision of financial assistance to/by connected persons, the proposed amendment to the Bye-Laws and the adoption of a new set of Bye- Laws (collectively the "Matters") and the circular issued by the Company dated 24th October, 2007 relating to the Matters (the "Circular"). Unless otherwise defined, terms used herein shall have the same meanings as in the Circular.
As at the date of the Special General Meeting held on 16th November, 2007, the number of issued Shares of the Company was 3,669,765,900 Shares, which was also the total number of Shares entitling Shareholders to attend and vote for or against the Ordinary Resolutions in respect of the Proposed Caps and the Financial Assistance. All Shareholders are eligible to vote on the Ordinary Resolutions in respect of the Proposed Caps and the Financial Assistance under the Listing Rules. Huachen and its associates which are interested in 1,446,121,500 Shares as at the date of the Special General Meeting have abstained from voting on the Ordinary Resolutions in respect of the New Continuing Connected Transaction and the Caps in accordance with the requirements of the Listing Rules. The total number of Shares entitling Shareholders to vote for or against the Ordinary Resolutions in respect of the New Continuing Connected Transaction and the Caps is 2,223,644,400 Shares.
The Board is pleased to announce that the Ordinary Resolutions relating to (i) the Proposed Caps; (ii) the New Continuing Connected Transaction and the Caps; and (iii) the Financial Assistance were duly passed by the Shareholders attending and voting at the Special General Meeting either in person or by proxy or by their duly authorised representatives by way of poll at the Special General Meeting held on 16th November, 2007.
The poll results are as follows:
Number of votes (approximate %)
Poll results in respect of
the Ordinary Resolutions For Against
1 To approve the proposed maximum 2,175,392,051 0
annual monetary value of the (100%)
Revised Continuing Connected
Transactions for the two financial
years ending 31st December, 2008
2 (a) To ratify, confirm and approve 729,270,551 0
the entering into of the regional (100%)
agent agreement dated 3rd October,
2007(the "Regional Agent Agreement")
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 Naning for a term
commencing after the approval of the
Regional Agent Agreement by the
Shareholders and expiring on 31st
December, 2008, with an option to
renew for another 3 years exercisable
by Shenyang Automotive and to approve
the sale of automobiles by Shenyang
Automotive to Liaoning Zheng Guo
(the "New Continuing Connected Transaction")
and to authorise the Directors to take such
actions and to enter into such documents
as are necessary to give effect to the
New Continuing Connected Transaction
contemplated under the Regional Agent
Agreement
(b) To approve the proposed maximum 729,270,551 0
annual monetary value of the New (100%)
Continuing Connected Transaction
for the two financial
years ending 31st December, 2008
3 (a) To ratify, confirm and approve 2,175,392,051 0
the guarantee agreement dated 3rd (100%)
October, 2007 between Shenyang
XingYuanDong Automobile Component Co.,
Ltd. and Shenyang Automotive in
relation to the provision of cross
guarantee for banking facilities of
the other party up to RMB2.0 billion
for a period of one year from 1st
January, 2008 to 31st December, 2008
and to authorise the Directors to take
such actions as are necessary to
give effect to the cross guarantee
(b) To ratify, confirm and approve 2,175,392,051 0
the guarantee agreement dated 3rd (100%)
October, 2007 between Shenyang
XingYuanDong Automobile Component Co.,
Ltd. and Shenyang JinBei Automotive
Company Limited in relation to the
provision of cross guarantee for banking
facilities of the other party up to
RMB500 million for a period
of one year from 1st January, 2008
to 31st December, 2008 and
to authorise the Directors to
take such actions as are necessary to
give effect to the cross guarantee
The Board also announces that the Special Resolutions for the proposed amendment to the Bye-Laws and the adoption of a new set of Bye-Laws were also duly passed by the Shareholders attending and voting at the Special General Meeting either in person or by their duly authorised representatives by a show of hands at the Special General Meeting. All Shareholders are eligible to vote on the Special Resolutions.
Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong, acted as scrutineers for the vote- taking at the Special General Meeting.
As at the date of this announcement, the Board 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
Wu Xiao An
(also known as Ng Siu On)
Chairman
Hong Kong, 16th November, 2007
For further information, please contact:
Lisa Ng
Brilliance China Automotive Holdings Limited
Tel: +852-2523-7227
Carol Lau
Weber Shandwick
Tel: +852-2533-9981