Brilliance China Automotive Holdings Limited Announces the Results of Special General Meeting Held on 13th January, 2009
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BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1114)
RESULTS OF SPECIAL GENERAL MEETING
HELD ON 13TH JANUARY, 2009
HONG KONG, January 13, 2009: The Board is pleased to announce that the Ordinary Resolutions relating to the Subscription Agreement, the Whitewash Waiver and the issue and allotment of the Subscription Shares were duly passed by the Independent Shareholders attending and voting at the SGM by way of poll at the SGM.
Reference is made to the announcement made by the Company dated 2nd December, 2008 and the circular issued by the Company dated 23rd December, 2008 (the "Circular") in relation to, among other things, the Subscription and the Whitewash Waiver. Unless the context requires otherwise, terms used herein shall have the same meanings as in the Circular.
The Board is pleased to announce that the Ordinary Resolutions relating to the Subscription Agreement, the Whitewash Waiver and the issue and allotment of the Subscription Shares were duly passed by the Independent Shareholders attending and voting at the SGM by way of poll at the SGM held on 13th January, 2009. The Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the vote-taking at the SGM.
As at the date of the SGM, the number of issued Shares of the Company was 3,669,765,900 Shares. Huachen and its associates and parties acting in concert with it and those who are involved or interested in the Subscription as at the date of the SGM were interested in 1,446,121,500 Shares, representing approximately 39.41% of the issued share capital of the Company, have abstained from voting in respect of the Ordinary Resolutions. As such, Independent Shareholders holding a total of 2,223,644,400 Shares, representing approximately 60.59% of the issued share capital of the Company, were entitled to vote for or against the Ordinary Resolutions at the SGM.
Details of the poll results in respect of the Ordinary Resolutions to approve the Subscription Agreement, the Whitewash Waiver and the issue and allotment of the Subscription Shares are as follows:
Ordinary Resolutions FOR AGAINST Total number
proposed at the SGM votes (%) votes (%) of votes
1 a. To approve, confirm and 662,978,978 92,141,200 755,120,178
ratify the entering into of (88%) (12%)
the subscription agreement
dated 1st December, 2008 (the
"Subscription Agreement")
(a copy of which is marked
"A" and produced to the
meeting and signed by the
Chairman for identification
purposes) between the Company
and Huachen Automotive Group
Holdings Company Limited
("Huachen") in relation to
the subscription of
1,313,953,488 new shares
(the "Subscription Shares")
at par value of US$0.01 each
in the capital of the Company
by Huachen at the price of
HK$0.43 each Subscription
Share (the "Subscription")
and to authorise the
directors of the Company to
take such actions and to
enter into such documents as
are necessary to give effect
to the Subscription
contemplated under the
Subscription Agreement.
b. Subject to the Listing 662,978,978 92,141,200 755,120,178
Committee of The Stock (88%) (12%)
Exchange of Hong Kong Limited
granting the listing of, and
permission to deal in, the
Subscription Shares, to
authorise the directors of
the Company to issue and allot
the Subscription Shares to
Huachen at completion of the
Subscription Agreement
2 Subject to the Executive 662,978,978 92,141,200 755,120,178
Director of the Corporate (88%) (12%)
Finance Division of the
Securities and Futures
Commission of Hong Kong or
any of his delegates
("Executive") granting to
Huachen (as defined in
resolution number 1(a) set
out in the notice of the
special general meeting of
which this resolution forms
part) and parties acting in
concert with it the waiver
pursuant to Note 1 on
dispensations from Rule 26 of
the Hong Kong Code on
Takeovers and Mergers, in
respect of the obligations of
Huachen and parties acting in
concert with it to make a
mandatory general offer for
all the securities of the
Company other than those
already owned by Huachen and
parties acting in concert with
it, which would otherwise
arise as a result of the issue
and allotment of the
Subscription Shares (as defined
in resolution number 1(a) set
out in the notice of the
special general meeting of
which this resolution forms
part) under the Subscription
Agreement (as defined in
resolution number 1(a) set out
in the notice of the special
general meeting of which this
resolution forms part)
("Whitewash Waiver") and the
satisfaction of any condition(s)
attached to the Whitewash Waiver
imposed by the Executive, to
approve the Whitewash Waiver.
The following table sets out the shareholding structure of the Company before and after completion of the Subscription:
Immediately after
completion of the
Subscription (taking
into account the issue
and allotment of the
Subscription Shares
and assuming no
exercise of the
subscription rights
attaching to the
outstanding options
and the conversion
rights of the
Existing shareholding Convertible Bonds)
Number of Approximate Number of Approximate
Shares percentage Shares percentage
% %
Huachen and parties
acting in concert
with it (Note 1) 1,446,121,500 39.41 2,760,074,988 55.38
Templeton Asset
Management Ltd.
(Note 2) 517,937,632 14.11 517,937,632 10.39
Public Shareholders 1,705,706,768 46.48 1,705,706,768 34.23
Total 3,669,765,900 100.00 4,983,719,388 100.00
Notes:
1. The 1,446,121,500 Shares are held by Huachen. The parties acting in
concert with Huachen have no interest in the share capital of the
Company.
2. The 517,937,632 Shares in long position are held in the capacity as
investment manager.
3. As at the date of this announcement, none of the Directors is
interested in any Shares.
4. As at the date of this announcement, 2,800,000 share options and
64,100,000 share options have been granted by the Company under the
share option schemes adopted by the Company on 18th September, 1999 and
11th November, 2008 respectively and have not been exercised.
5. Save for the options to subscribe for 66,900,000 Shares mentioned in
note 4 above and the Convertible Bonds, as at the date of this
announcement, the Company did not have other outstanding options,
derivatives, warrants or securities which are convertible or
exchangeable into Shares.
As at the date of this announcement, the Board comprises four executive Directors, Mr. Wu Xiao An (also known as Mr. Ng Siu On) (Chairman), Mr. Qi Yumin (Chief Executive Officer), Mr. He Guohua and Mr. Wang Shiping; one non-executive Director, Mr. Lei Xiaoyang; 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
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to Huachen) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.
The directors of Huachen jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than information relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the content of this announcement.