EXHIBIT 1.2
SPECIAL RESOLUTION
OF
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
PASSED ON 12TH FEBRUARY, 2007
I, Wu Xiao An (also known as Ng Siu On), a director of Brilliance China
Automotive Holdings Limited (the "Company"), do hereby certify that at a special
general meeting of the Company duly convened and held at Victoria Room I, Level
2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Monday,
12th February, 2007 at 9.00 a.m., the following special resolution was duly
passed:
AS A SPECIAL RESOLUTION:
6. THAT the bye-law 6.(A) of the bye-laws of the Company be deleted in its
entirety and substituted with the following:
"The authorised share capital of the Company is US$80,000,000 divided into
8,000,000,000 shares of US$0.01 each."
Dated this 12th day of February, 2007
/s/ Wu Xiao An
-------------------------
Wu Xiao An
(also known as Ng Siu On)
Director
ORDINARY RESOLUTIONS AND A SPECIAL RESOLUTION
OF
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
PASSED ON 24TH JUNE, 2005
I, Wu Xiao An (also known as Ng Siu On), a director of Brilliance China
Automotive Holdings Limited (the "Company"), do hereby certify that at an annual
general meeting of the Company duly convened and held at Pheasant Room, 1st
Floor, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Hong Kong on
Friday, 24th June, 2005 at 9.00 a.m., the following special resolution was duly
passed:
AS A SPECIAL RESOLUTION:
6 "THAT the Bye-Laws of the Company be amended as follows:
(a) by deleting the existing bye-law 6.(A) and substituting therefor the
following bye-law:
"6.(A) The authorised share capital of the Company at the date on
which these Bye-Laws come into effect is US$50,000,000 divided
into 5,000,000,000 shares of US$0.01 each.";
(b) by deleting the wording in the existing bye-law 70 which reads "before
or after the declaration of the results of the show of hands or on the
withdrawal of any other demand for a poll" and substituting therefor
the following new wording:
"before or at the declaration of the results of the show of hands in
respect of the relevant resolution or on the withdrawal of any other
demand for a poll";
(c) by deleting the existing bye-law 99 and substituting therefor the
following bye-law:
"99. Notwithstanding any other provisions in the Bye-Laws or other
terms on which any Director may be appointed or engaged, at each
annual general meeting one-third of the Directors for the time
being, or, if their number is not three or a multiple of three,
then the number nearest to one-third but not greater than
one-third (or in such other manner of rotation as may be required
by the Listing Rules), shall retire from office by rotation. The
Directors to retire in every year shall be those who have been
longest in office since their last election but as between
persons who became Directors on the same day shall (unless they
otherwise agree between themselves) be determined by lot. The
retiring Directors shall be eligible for re-election. The Company
at any general meeting at which any Directors retire may fill the
vacated offices.";
(d) by deleting the existing bye-laws 102.(A) and (B) and substituting
therefor the following bye-laws:
"102.(A) The Company may from time to time in general meeting by
Ordinary Resolution elect any person to be a Director either
to fill a casual vacancy or as an addition to the Board. Any
Director so appointed shall hold office until the next
following general meeting of the Company (in the case of
filling a casual vacancy) or until the next following annual
general meeting of the Company (in the case of an addition
to the Board), and shall then be eligible for re-election at
the meeting. The Directors to retire at the annual general
meeting pursuant to this Bye-Law 102.(A) shall not be taken
into account in determining the Directors or the number of
Directors who are to retire by rotation at the annual
general meeting.
(B) The Board shall have power from time to time and at any time
to appoint any person as a Director either to fill a casual
vacancy or as an addition to the Board but so that the
number of Directors so appointed shall not exceed the
maximum number determined from time to time by the
shareholders in general meeting. Any Director so appointed
shall hold office until the next following general meeting
of the Company (in the case of filling a casual vacancy) or
until the next following annual general meeting of the
Company (in the case of an addition to the Board), and shall
then be eligible for re-election at the meeting. The
Directors to retire at the annual general meeting pursuant
to this Bye-Law 102.(B) shall not be taken into account in
determining the Directors or the number of Directors who are
to retire by rotation at the annual general meeting.""
Dated this 24th day of June, 2005
/s/ Wu Xiao An
----------------------
Wu Xiao An
(also known as Ng Siu On)
Director