Brilliance China Automotive Holdings Limited
May 12 2006 - 11:37AM
PR Newswire (US)
(Incorporated in Bermuda with limited liability) (Stock Code: 1114)
Notice Of Special General Meeting HONG KONG, May 12
/Xinhua-PRNewswire-FirstCall/ -- 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 Thursday, 1 June 2006 at 9:00 a.m. for the purpose of
considering and, if thought fit, passing the following resolution
which will be proposed as ordinary resolution: ORDINARY RESOLUTION
"THAT the directors of the Company be and are hereby authorised to
issue, allot and deal with shares in the capital of the Company
(the "Shares") pursuant to the exercise of the conversion rights
attaching to the Optional Convertible Bonds at such conversion
price as may be provided, adjusted or reset in accordance with the
Terms, where the number of Shares so issued and allotted shall not
exceed 236.3 million Shares; and for the purpose of this
Resolution: "Convertible Bonds" means convertible bonds in an
aggregate principal amount of US$182,678,000 due 2011 to be issued
by Goldcosmos Investments Limited (to be renamed as Brilliance
China Finance Limited), a wholly-owned subsidiary of the Company
and incorporated in the British Virgin Islands, together with the
additional convertible bonds in an aggregate principal amount of up
to US$30 million to be issued upon exercise, in whole or in part,
of the option to upsize by Citigroup Global Markets Limited (acting
as the sole bookrunner); "Optional Convertible Bonds" means the
additional convertible bonds in an aggregate principal amount of up
to US$30 million to be issued upon exercise, in whole or in part,
of the option to upsize by Citigroup Global Markets Limited (acting
as the sole bookrunner) in connection with the issue of the
Convertible Bonds; and "Terms" means the terms of the Convertible
Bonds." By order of the board Brilliance China Automotive Holdings
Limited Wu Xiao An (also known as Ng Siu On) Chairman Hong Kong, 12
May 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, then 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. Only
shareholders of the Company whose names appear on the Register of
Members of the Company on 29 May 2006 or their proxies are entitled
to attend the meeting. To entitle the relevant shareholders to
attend the meeting, all transfer documents, accompanied by the
relevant share certificates must be lodged with Computershare Hong
Kong Investor Services Limited at Shops 1712-16, 17th Floor,
Hopewell Centre, 183 Queen's Road East, Hong Kong by the close of
trading on 26 May 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 executive
directors are Messrs. Wu Xiao An (also known as Mr. Ng Siu On)
(Chairman), Qi Yumin (Chief Executive Officer), He Guohua, Wang
Shiping, Lei Xiaoyang, the non-executive director is Mr. Wu Yong
Cun and the independent non-executive directors are Messrs. Xu
Bingjin, Song Jian and Jiang Bo. Source: Brilliance China
Automotive Holdings Limited CONTACT: Elsie Chan Brilliance China
Automotive Holdings Limited T: +852 2523 7227 Carol Lau Weber
Shandwick in Hong Kong T: +852 2533 9981 DATASOURCE: Brilliance
China Automotive Holdings Limited CONTACT: Elsie Chan, Brilliance
China Automotive Holdings Limited, +852- 2523-7227; Carol Lau,
Weber Shandwick in Hong Kong, +852-2533-9981
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