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BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED (華晨中國汽車控股有限公 司)*(Incorporated in Bermuda with limited liability)
(Stock Code: 1114) RESULTS OF SPECIAL GENERAL MEETING HELD ON OCTOBER 20, 2017The Board is pleased to announce that all the ordinary resolutions proposed at the Special General Meeting were duly passed by the Shareholders attending and voting at the Special General Meeting by way of poll.
Reference is made to the circular issued by the Company dated September 18, 2017 (the "Circular") in relation to, among other things, (i) the Acquisition Agreement, pursuant to which JBIH has agreed to acquire, and JBC has agreed to dispose of, 39.1% equity interest in the Target Company, subject to the terms and conditions thereof; and (ii) the Framework Cooperation Agreement, pursuant to which Renault has agreed to acquire, and the Company has agreed to dispose of, the 49% equity interest in the Target Company, subject to the terms and conditions thereof. Unless the context requires otherwise, terms used herein shall have the same meanings as in the Circular.
POLL RESULTS OF THE SPECIAL GENERAL MEETINGThe Board is pleased to announce that all the ordinary resolutions proposed at the Special General Meeting were duly passed by the Shareholders attending and voting at the Special General Meeting by way of poll.
* For identification purposes only
Details of the poll results in respect of the ordinary resolutions proposed at the Special General Meeting are as follows:
Ordinary resolutions proposed at the Special General Meeting | FOR votes (%) | AGAINST votes (%) | Total number of votes | |
1. | To approve, confirm and ratify the Acquisition | 3,909,947,127 | 292,000 | 3,910,239,127 |
Agreement dated June 23, 2017 entered into by | (99.9925%) | (0.0075%) | ||
and between JBIH, a limited liability company | ||||
established in the PRC and an indirectly | ||||
wholly-owned subsidiary of the Company, as | ||||
purchaser, and JBC, as seller, in relation to | ||||
the acquisition of 39.1% equity interest in the | ||||
Target Company by the Group, subject to the | ||||
terms and conditions contained therein, the | ||||
terms and conditions thereof and the transactions | ||||
contemplated thereunder; | ||||
2. | To approve, confirm and ratify the Framework | 3,909,947,127 | 292,000 | 3,910,239,127 |
Cooperation Agreement dated July 4, 2017 entered | (99.9925%) | (0.0075%) | ||
into by and between the Company, as seller, and | ||||
Renault, as purchaser, in relation to the disposal | ||||
of 49% equity interest in the Target Company by | ||||
the Group, subject to the terms and conditions | ||||
contained therein, the terms and conditions thereof | ||||
and the transactions contemplated thereunder; and | ||||
3. | To approve the Directors be and are hereby | 3,910,011,127 | 292,000 | 3,910,303,127 |
authorised to do all such acts and things, to sign | (99.9925%) | (0.0075%) | ||
and execute all other relevant documents and | ||||
to take such steps which, in the opinion of the | ||||
Directors, are necessary, appropriate, desirable | ||||
or expedient to give effect to or implement the | ||||
terms of each of the Acquisition Agreement and | ||||
the Framework Cooperation Agreement, and the | ||||
transactions contemplated thereunder, and to | ||||
agree to such variation, amendments or waiver or | ||||
matters relating thereto as are, in the opinion of | ||||
the Directors, in the interest of the Company and | ||||
its Shareholders as a whole. |
* The full text of the ordinary resolution was set out in the notice convening the Special General Meeting.
Accordingly, all the ordinary resolutions put forward at the Special General Meeting were duly passed by the Shareholders attending and voting at the Special General Meeting by way of poll.
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 Special General Meeting.
As at the date of the Special General Meeting, the number of issued Shares of the Company was 5,045,269,388 Shares, which was also the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions proposed at the Special General Meeting. None of the Shareholders were required under the Listing Rules to abstain from voting in favour of any of the resolutions at the Special General Meeting or to abstain from voting. There were no restrictions on any Shareholders to cast votes on any of the proposed resolutions at the Special General Meeting. No Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions at the Special General Meeting.
By Order of the Board
Brilliance China Automotive Holdings Limited Wu Xiao An (also known as Ng Siu On)Chairman
Hong Kong, October 20, 2017
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. Qian Zuming (Chief Financial Officer) and Mr. Zhang Wei; and three independent non- executive Directors, Mr. Xu Bingjin, Mr. Song Jian and Mr. Jiang Bo.
Brilliance China Automotive Holdings Ltd. published this content on 20 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 October 2017 09:31:05 UTC.
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