May 8, 2006 Citigroup Global Markets Limited Citigroup Centre 33 Canada Square Canary Wharf London E14 5LB England As Representatives of the Initial Purchasers Ladies and Gentlemen: Goldcosmos Investments Limited (to be renamed as Brilliance China...Purchase Agreement • June 26th, 2006 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies • England
ANDAgreement for the Sale and Purchase of Shares • December 30th, 2002 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies • Hong Kong
AND WU XIAO AN (ALSO KNOWN AS NG SIU ON)Call Option Agreement • December 30th, 2002 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies • Hong Kong
EXHIBIT 4.8 SHENYANG XINJINBEI INVESTMENT AND DEVELOPMENT CO., LTD. EQUITY TRANSFER AGREEMENT Transferor: Shenyang Automobile Industry Asset Management Company Limited Transferees: Shenyang Xing Yuan Dong Automobile Component Co., Ltd. Shenyang Jinbei...Equity Transfer Agreement • June 24th, 2004 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies
EXHIBIT 4.6 GAINFAIR FINANCE LIMITED US$200,000,000 Zero Coupon Guaranteed Convertible Bonds Due 2008 Purchase AgreementPurchase Agreement • June 24th, 2004 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies • England
Exhibit 4.12 (English Translation) Ningbo Yuming Machinery Industrial Co., Ltd. EQUITY INTEREST TRANSFER AGREEMENT TRANSFEROR: Ms. Chen Qiuling TRANSFEREE: Beston Asia Investment Ltd.Equity Interest Transfer Agreement • June 28th, 2005 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies
EXHIBIT 4.9 SHENYANG AUTOMOTIVE INDUSTRIAL ASSET MANAGEMENT CO., LTD. EQUITY TRANSFER CONTRACT This Contract is entered into on the 29th day of December 2003 in Shenyang. ARTICLE 1 PARTIES TO THE CONTRACT 1.1 Transferor:Equity Transfer Contract • June 24th, 2004 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies
China Zhengtong Holdings Co., Ltd. Equity Transfer Agreement By and Between Shenyang Xing Yuan Dong Automobile Components Co., Ltd. (as Transferor) and Shenyang JinBei Automotive Industry Co., Ltd. (as Transferee) Dated: December 1, 2002Equity Transfer Agreement • June 26th, 2003 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies
In order to enhance economic benefits, based on the principle of good faith and mutual benefit, and in accordance with the relevant laws and regulations of the People’s Republic of China, the parties to this Agreement have reached the following agreement through friendly consultation:
Equity Joint Venture Contract for the Establishment of BMW BRILLIANCE AUTOMOTIVE LTD. by and between BMW Holding BV Laan van Vredenoord 5 2289 DA Rijswijk ZH Netherlands and Shenyang JinBei Automotive Industry Holdings Company Limited 6th Floor,...Equity Joint Venture Contract • June 26th, 2003 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies
THIS EQUITY JOINT VENTURE CONTRACT (hereinafter the “Contract”) is entered into in Beijing on this 27th day of March 2003, in accordance with the Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures (the “Joint Venture Law”), the implementing regulations issued thereunder (the “Joint Venture Regulations”), and other applicable laws and regulations of the People’s Republic of China, by and between Shenyang JinBei Automotive Industry Holdings Company Limited (“BRILLIANCE”) and BMW Holding BV (“BMW”).
ContractJoint Venture Agreement • May 16th, 2003 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies
IMPORTANT --------------------------------------------------------------------- -----------Conditional Mandatory Cash Offer • January 10th, 2003 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies
Shenyang Brilliance JinBei Automobile Co. Ltd. Capital Increase Agreement By and Between Brilliance China Automotive Holdings Limited And Shenyang JinBei Automotive Company Limited Dated: January 10, 2003Capital Increase Agreement • June 26th, 2003 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies
This Capital Increase Agreement with respect to Shenyang Brilliance JinBei Automobile Co. Ltd.(originally named as Shenyang JinBei Passenger Vehicle Manufacturing Co. Ltd.) is entered into on , 2003 by and between the following parties:
Amendment to the Articles of Association of Sino-foreign Joint Venture Shenyang JinBei Passenger Vehicle Manufacturing Company, Ltd.Amendment to the Articles of Association • June 26th, 2003 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies
The existing Sino-foreign Joint Venture Contract of Shenyang JinBei Passenger Vehicle Manufacturing Company, Ltd. between the above two parties was approved by the Ministry of Foreign Economic and Trade Cooperation in March 1993 in document [1993] Waijingmao Sanzi Hanzi No. 100. Now based on the need to increase the total investment and registered capital of Shenyang JinBei Passenger Vehicle Manufacturing Company, Ltd., which is a joint venture between the above-mentioned two parties, the parties have decided through consultation to amend the original signed and approved Articles of Association of Sino-foreign Joint Venture Shenyang JinBei Passenger Vehicle Manufacturing Company, Ltd. as follows:
AgreementEquity Transfer Agreement • June 26th, 2003 • Brilliance China Automotive Holdings LTD • Motor vehicles & passenger car bodies
Whereas, Shenyang JinBei Automotive Industry Holdings Company Limited (hereinafter referred to as “JinBei Shareholding”) is a company with limited liabilities registered and organized in Shenyang City under the laws of the People’s Republic of China, with a registered capital of RMB 1.5 billion;
