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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Brilliance China Automotive Holdings Limited
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(Name of Issuer)
Ordinary Shares, par value $0.01 per share
and American Depositary Shares, each representing 100 Ordinary Shares
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(Title of Class of Securities)
10949Q105 for American Depositary Shares
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(CUSIP Number)
Scott D. Clemens
Baker & McKenzie
14th Floor, Hutchison House
10 Harcourt Road, Hong Kong
(852)2846-1888
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 18, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 10949Q105
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Huachen Automotive Group Holdings Company Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
People's Republic of China
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7. Sole Voting Power
Number of -----------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially 1,446,121,500
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting -----------------------------------------------------------------
Person With 10. Shared Dispositive Power
1,446,121,500
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,582,120,500
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11)
43.16%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 10949Q105
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Wu Xiao An
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
People's Republic of China
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Number of 7. Sole Voting Power
Shares
Beneficially 32,800,000
Owned by -----------------------------------------------------------------
Each 8. Shared Voting Power
Reporting
Person With -----------------------------------------------------------------
9. Sole Dispositive Power
32,800,000
-----------------------------------------------------------------
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,582,120,500
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11)
43.16%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 10949Q105
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Hong Xing
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
People's Republic of China
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7. Sole Voting Power
Number of
Shares 28,978,000
Beneficially -----------------------------------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting -----------------------------------------------------------------
Person With 9. Sole Dispositive Power
28,978,000
-----------------------------------------------------------------
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,582,120,500
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11)
43.16%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 10949Q105
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Su Qiang
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
People's Republic of China
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7. Sole Voting Power
Number of
Shares 36,838,000
Beneficially -----------------------------------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting -----------------------------------------------------------------
Person With 9. Sole Dispositive Power
36,838,000
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,582,120,500
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11)
43.16%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 10949Q105
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
He Tao
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
People's Republic of China
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7. Sole Voting Power
Number of
Shares 37,383,000
Beneficially ------------------------------------------------------------------
Owned by 8. Shared Voting Power
Each
Reporting ------------------------------------------------------------------
Person With 9. Sole Dispositive Power
37,383,000
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,582,120,500
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
43.16%
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14. Type of Reporting Person (See Instructions)
IN
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ITEM 1. Security and Issuer
This statement relates to the Ordinary Shares, par value $0.01 per share (the
"Ordinary Shares") and the American Depositary Shares, each representing 100
Ordinary Shares (the "ADSs") of Brilliance China Automotive Holdings Limited, a
company incorporated in Bermuda with limited liability (the "Company"). The
principal executive offices of the Company are located at Suite 2303-06, 23rd
Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong Special
Administrative Region.
ITEM 2. Identity and Background
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby file this Statement on Schedule 13D
on behalf of Huachen Automotive Group Holdings Company Limited, a wholly
state-owned limited liability company established in the People's Republic of
China ("Huachen"), Wu Xiao An ("Mr. Wu"), Hong Xing ("Mr. Hong"), Su Qiang ("Mr.
Su") and He Tao ("Mr. He") (each a "Reporting Person" and collectively, the
"Reporting Persons").
HUACHEN
(a) Name: Huachen Automotive Group Holdings Company Limited.
(b) Place of Organization: People's Republic of China
(c) Principal Business: Investment holding
(d) Address of Principal Place of Business and Office: 26 Kunshandong
Road, Huanggu District, Shenyang, Liaoning Province 110032, People's
Republic of China
Officers and Directors: See Exhibit 1 attached hereto, which is incorporated
herein by reference, with respect to each executive officer and director of
Huachen.
During the last five years, neither Huachen nor, to the best knowledge of
Huachen, any of the persons listed in Exhibit 1 hereto has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Huachen or any of such persons was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
LIAONING
Huachen is wholly-owned by the Liaoning Provincial Government of the People's
Republic of China, the Government of Liaoning Province in the People's Republic
of China ("Liaoning"). Information required by Items 2 - 6 is hereby given for
Liaoning pursuant to General Instruction C to Schedule 13D.
(a) Name: Liaoning Provincial Government of the People's Republic of China
(b) Place of Organization: People's Republic of China
(c) Principal Business: Government
(d) Address of Principal Place of Business and Office: 45 Beijing Avenue,
Huanggu District, Shenyang, Liaoning Province 110032, People's
Republic of China
Officers and Directors: As Liaoning is the provincial government for Liaoning
Province of the People's Republic of China, Liaoning does not have executive
officers, directors or persons in similar positions.
During the last five years, Liaoning has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Liaoning was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
MR. WU
(a) Name: Wu Xiao An
(b) Business Address: Suite 2303-06, 23rd Floor, Great Eagle Centre, 23
Harbour Road, Wanchai, Hong Kong Special Administrative Region
(c) Principal Occupation: Management Director of the Company
(d) Citizenship: People's Republic of China
During the last five years, Mr. Wu has not been convicted in a criminal
proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
Mr. Wu was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
MR. HONG
(a) Name: Hong Xing
(b) Business Address: Suite 2303-06, 23rd Floor, Great Eagle Centre, 23
Harbour Road, Wanchai, Hong Kong Special Administrative Region
(c) Principal Occupation: Management Director of the Company
(d) Citizenship: People's Republic of China
During the last five years, Mr. Hong has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Mr. Hong was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
MR. SU
(a) Name: Su Qiang
(b) Business Address: Suite 2303-06, 23rd Floor, Great Eagle Centre, 23
Harbour Road, Wanchai, Hong Kong Special Administrative Region
(c) Principal Occupation: Management Director of the Company
(d) Citizenship: People's Republic of China
During the last five years, Mr. Su has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Mr. Su was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
MR. HE
(a) Name: He Tao
(b) Business Address: Suite 2303-06, 23rd Floor, Great Eagle Centre, 23
Harbour Road, Wanchai, Hong Kong Special Administrative Region
(c) Principal Occupation: Management Director of the Company
(d) Citizenship: People's Republic of China
During the last five years, Mr. He has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Mr. He was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
On December 18, 2002, Huachen entered into an agreement for the sale and
purchase of shares (the "Principal Agreement") with the Chinese Financial
Education Development Foundation (the "Foundation") pursuant to which it
purchased from the Foundation a total of 1,446,121,500 Ordinary Shares (the
"Sale Shares"), representing approximately 39.446% of the issued share capital
of the Company and the Foundation's entire shareholding interest in the Company.
The price payable by Huachen for the Sale Shares was HK$0.10 per Sale Share,
which was determined on the basis of arm's length negotiations, and was funded
by Liaoning.
On December 18, 2002, each of Mr. Wu, Mr. Hong, Mr. Su and Mr. He (the
"Management Directors") entered into a Call Option Agreement with Huachen,
immediately after the Principal Agreement was entered into and after completion
of the sale and purchase of the Sale Shares pursuant thereto. Pursuant to the
terms of the Call Option Agreements, Huachen granted to each of the Management
Directors a call option in respect of a specified number of Ordinary Shares,
totaling 346,305,630 Ordinary Shares in aggregate and representing approximately
9.446% of the issued shared capital of the Company, at an exercise price of
HK$0.95 per Ordinary Share. Each call option is exercisable in whole or in part
at any time during the period of three years commencing from the date falling
six months after the earlier of: (a) the end of the Offer (as defined below);
and (b) the close of the Offer in accordance with the Offer Document (as defined
below) to be issued by the Offerors (as defined below) in respect of the Offer
as required under the Hong Kong Code on Takeovers and Mergers of the Hong Kong
Special Administrative Region (the "Takeovers Code").
Under the Takeovers Code, the Management Directors are presumed to be acting in
concert with Huachen. As a result, in order to facilitate the making of the
Offer, the Management Directors agreed to join Huachen to make the Offer and
form part of the Offerors, on the terms and conditions set out in the
Syndication Letter which was issued by Huachen to the Management Directors on
December 18, 2002. Pursuant to Rule 26.1 of the Takeovers Code, Huachen and the
Management Directors (the "Offerors") are required to make a conditional
mandatory general offer (the "Offer") for all of the Ordinary Shares, including
Ordinary Shares represented by ADSs, not already beneficially owned by Huachen
and the Management Directors and parties acting in concert with them. CLSA
Limited will make the conditional Offer on behalf of the Offerors.
The Offerors will dispatch the offer document with respect to the Offer on or
about January 9, 2003 (the "Offer Document"). Subject to the terms and
conditions in the Offer Document, the Offer will be at a cash purchase price of
HK$0.10 per Ordinary Share and HK$10.00 per ADS.
As of the date of this Statement, Mr. Wu, Mr. Hong, Mr. Su and Mr. He held
30,000,000, 26,640,000, 34,500,000 and 35,045,000 Ordinary Shares, respectively.
On June 2, 2001, Mr. Wu, Mr. Hong, Mr. Su and Mr. He each received option grants
from the Company with respect to 2,800,000, 2,338,000, 2,338,000 and 2,338,000
Ordinary Shares, respectively. The options are exercisable for ten years from
the date of grant at an exercise price of HK$1.896 per Ordinary Share.
ITEM 4. Purpose of Transaction
As a non-governmental and non profit-making social body corporation, the
Foundation's principal aim is to promote the development of financial education
in the People's Republic of China. Accordingly, the Foundation indicated that it
was not consistent with its aim or appropriate for it to be engaged in long-term
investments or the operation or management of enterprises such as the Company.
Therefore, the Foundation indicated that it no longer wished to hold the Sale
Shares as a long-term investment or be a controlling shareholder.
In addition, the Foundation indicated that it believed that, from the
perspective of the long-term development of the Company, sale of the Sale Shares
to Huachen was appropriate because:
- Liaoning, as the ultimate beneficial shareholder of Huachen, has
decided to make the automotive industry one of the industrial pillars
of the provincial economy, and the Company's subsidiary, Shenyang
Automotive, is one of the leading enterprises in Liaoning Province's
automotive industry. Liaoning, through Huachen, will be able to
provide support in ways that the Foundation had neither the ability
nor resources to provide;
- The Chinese automotive industry has traditionally been heavily
regulated by the Chinese government. Given such regulation,
governmental involvement such as that which may be afforded by
Liaoning as a controlling shareholder is likely to be beneficial to
the future development and success of the Company; and
- Since the Company's principal operations and assets are located in
Liaoning Province, having
Huachen as the largest shareholder will be advantageous from the
perspective of effective shareholder direct support and supervision.
For a number of years, Liaoning has been providing strong support to
the long-term development of the Company, for instance in the
launch of the Zhonghua Sedan production and the proposed joint
venture project between the Company and BMW. Therefore, Liaoning's
participation in the Company as a controlling shareholder is logical
and natural extension to this support.
Accordingly, the Foundation sold to Huachen and Huachen purchased from the
Foundation the Sale Shares.
Huachen agreed to grant the call options to the Management Directors in order to
further incentivize the Management Directors to continue in their successful
management of the Company and its business.
As of the date of this Statement, Mr. Wu, Mr. Hong, Mr. Su and Mr. He held
30,000,000, 26,640,000, 34,500,000 and 35,045,000 Ordinary Shares, respectively.
On June 2, 2001, Mr. Wu, Mr. Hong, Mr. Su, and Mr. He each received option
grants from the Company with respect to 2,800,000, 2,338,000, 2,338,000 and
2,338,000 Ordinary Shares, respectively. The options are exercisable for ten
years from the date of grant at an exercise price of HK$1.896 per Ordinary
Share. The option grants were made by the Company as part of the Company's
compensation plan for executive management.
As of the date of this Statement none of the Reporting Persons nor Liaoning has
any plans or proposals, which relate to or would result in any of the actions
set forth in parts (a) through (j) of Item 4.
ITEM 5. Interest in Securities of the Issuer
(a) and (b) The percentages calculated in this Item 5 are based upon
3,666,052,900 Ordinary Shares outstanding as of December 31, 2001, as stated in
the Company's report on Form 20-F filed on June 27, 2002.
HUACHEN
(a) Amount Beneficially Owned: 1,582,120,500
(b) Percent of Class: 43.16%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 1,446,121,500(1)
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
1,446,121,500(1)
(1) Huachen is wholly-owned by Liaoning and may be deemed to share voting and
dispositive power with Liaoning.
LIAONING
(a) Amount Beneficially Owned: 1,582,120,500
(b) Percent of Class: 43.16%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 1,446,121,500
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
1,446,121,500
MR. WU
(a) Amount Beneficially Owned: 1,582,120,500
(b) Percent of Class: 43.16%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 32,800,000 (1)
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
32,800,000 (1)
(iv) shared power to dispose or to direct the disposition of: 0
(1) As of the date of this Statement, Mr. Wu held 30,000,000 Ordinary Shares.
Mr. Wu has the option to purchase 2,800,000 Ordinary Shares from the Company
within 60 days. Pursuant to the Call Option Agreement, Mr. Wu will have the
option to purchase 92,911,266 Ordinary Shares from Huachen at any time during
the period of three years commencing from the date falling six months after the
earlier of: (a) the end of the Offer; and (b) the close of the Offer in
accordance with the Offer Document to be issued by the Offerors in respect of
the Offer as required under the Takeovers Code.
MR. HONG
(a) Amount Beneficially Owned: 1,582,120,500
(b) Percent of Class: 43.16%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 28,978,000 (1)
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
28,978,000 (1)
(iv) shared power to dispose or to direct the disposition of: 0
(1) As of the date of this Statement, Mr. Hong held 26,640,000 Ordinary Shares.
Mr. Hong has the option to purchase 2,338,000 Ordinary Shares from the Company
within 60 days. Pursuant to the Call Option Agreement, Mr. Hong will have the
option to purchase 84,464,788 Ordinary Shares from Huachen at any time during
the period of three years commencing from the date falling six months after the
earlier of: (a) the end of the Offer; and (b) the close of the Offer in
accordance with the Offer Document to be issued by the Offerors in respect of
the Offer as required under the Takeovers Code.
MR. SU
(a) Amount Beneficially Owned: 1,582,120,500
(b) Percent of Class: 43.16%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 36,838,000 (1)
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
36,838,000 (1)
(iv) shared power to dispose or to direct the disposition of: 0
(1) As of the date of this Statement, Mr. Su held 34,500,000 Ordinary Shares.
Mr. Su has the option to purchase 2,338,000 Ordinary Shares from the Company
within 60 days. Pursuant to the Call Option Agreement, Mr. Su will have the
option to purchase 84,464,788 Ordinary Shares from Huachen at any time during
the period of three years commencing from the date falling six months after the
earlier of: (a) the end of the Offer; and (b) the close of the Offer in
accordance with the Offer Document to be issued by the Offerors in respect of
the Offer as required under the Takeovers Code.
MR. HE
(a) Amount Beneficially Owned: 1,582,120,500
(b) Percent of Class: 43.16%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 37,383,000 (1)
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
37,383,000 (1)
(iv) shared power to dispose or to direct the disposition of: 0
(1) As of the date of this Statement, Mr. He held 35,045,000 Ordinary Shares.
Mr. He has the option to purchase 2,338,000 Ordinary Shares from the Company
within 60 days. Pursuant to the Call Option Agreement, Mr. He will have the
option to purchase 84,464,788 Ordinary Shares from Huachen at any time during
the period of three years commencing from the date falling six months after the
earlier of: (a) the end of the Offer; and (b) the close of the Offer in
accordance with the Offer Document to be issued by the Offerors in respect of
the Offer as required under the Takeovers Code.
(c)
To the best knowledge of the Reporting Persons, and except as described in Item
3 herein, none of the Reporting Persons or Liaoning or, to the best knowledge of
Huachen, any person named in Exhibit 1, has effected any transactions in the
Company's Ordinary Shares or ADSs during the period which commenced sixty days
prior to the date of the event that triggered the requirement to file this
Statement and ends on the date of the event that triggered the requirement to
file this Statement.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
To the best knowledge of the Reporting Persons, and except as described in Item
3 herein, no contracts, arrangements, understandings or relationships (legal or
otherwise) exist among the persons named in Item 2 or between such persons and
any other person with respect to the securities of the Company.
ITEM 7. Material to Be Filed as Exhibits
Exhibit and Description
Exhibit 1 - Executive Officers and Directors of Huachen Automotive Group
Holdings Company Limited.*
Exhibit 2 - Consent to filing of Schedule 13D pursuant to Rule 13d-1(k) of the
Act.*
Exhibit 3 - Agreement for the Sale and Purchase of shares in Brilliance China
Automotive Holdings Limited dated December 18, 2002, by and between
Huachen Automotive Group Holdings Company Limited and Chinese
Financial Education Development Foundation.*
Exhibit 4 - Call Option Agreement dated December 18, 2002, by and between
Huachen Automotive Group Holdings Company Limited and
Mr. Wu Xiao An.*
Exhibit 5 - Call Option Agreement dated December 18, 2002, by and between
Huachen Automotive Group Holdings Company Limited and
Mr. Hong Xing.*
Exhibit 6 - Call Option Agreement dated December 18, 2002, by and between
Huachen Automotive Group Holdings Company Limited and
Mr. Su Qiang.*
Exhibit 7 - Call Option Agreement dated December 18, 2002, by and between
Huachen Automotive Group Holdings Company Limited and
Mr. He Tao.*
Exhibit 8 - Syndication Letter dated December 18, 2002, by and among Huachen
Automotive Group Holdings Company Limited and Mr. Wu Xiao An,
Mr. Hong Xing, Mr. Su Qiang and Mr. He Tao.*
Exhibit 9 - Power of Attorney for Huachen Automotive Group Holdings Company
Limited (previously filed as Exhibit 99.II.3(a)-1 to the Form CB
filed by Huachen Automotive Group Holdings Company Limited, Mr. Wu
Xiao An, Mr. Hong Xing, Mr. Su Qiang and Mr. He Tao on December 20,
2002, and incorporated herein by reference).
Exhibit 10 - Power of Attorney for Mr. Su Qiang (previously filed as Exhibit
99.II.3(a)-2 to the Form CB filed by Huachen Automotive Group
Holdings Company Limited, Mr. Wu Xiao An, Mr. Hong Xing, Mr. Su
Qiang and Mr. He Tao on December 20, 2002, and incorporated herein
by reference).
Exhibit 11 - Power of Attorney for Mr. Hong Xing (previously filed as Exhibit
99.II.3(a)-3 to the Form CB filed by Huachen Automotive Group
Holdings Company Limited, Mr. Wu Xiao An, Mr. Hong Xing, Mr. Su
Qiang and Mr. He Tao on December 20, 2002, and incorporated herein
by reference).
Exhibit 12 - Power of Attorney for Mr. He Tao (previously filed as Exhibit
99.II.3(a)-4 to the Form CB filed by Huachen Automotive Group
Holdings Company Limited, Mr. Wu Xiao An, Mr. Hong Xing, Mr. Su
Qiang and Mr. He Tao on December 20, 2002, and incorporated herein
by reference).
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* Filed herewith.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated as of December 27, 2002
HUACHEN AUTOMOTIVE GROUP HOLDINGS
COMPANY LIMITED
By: /s/ Wu Yong Cun
-------------------------
Wu Yong Cun
Attorney-In-Fact
WU XIAO AN
/s/ Wu Xiao An
-----------------------------
HONG XING
/s/ Wu Xiao An
-----------------------------
Attorney-In-Fact
SU QIANG
/s/ Wu Xiao An
-----------------------------
Attorney-In-Fact
HE TAO
/s/ Wu Xiao An
-----------------------------
Attorney-In-Fact
Exhibit Index
Exhibit and Description
Exhibit 1 - Executive Officers and Directors of Huachen Automotive Group
Holdings Company Limited.*
Exhibit 2 - Consent to filing of Schedule 13D pursuant to Rule 13d-1(k) of the
Act.*
Exhibit 3 - Agreement for the Sale and Purchase of shares in Brilliance China
Automotive Holdings Limited dated December 18, 2002, by and between
Huachen Automotive Group Holdings Company Limited and Chinese
Financial Education Development Foundation.*
Exhibit 4 - Call Option Agreement dated December 18, 2002, by and between
Huachen Automotive Group Holdings Company Limited and
Mr. Wu Xiao An.*
Exhibit 5 - Call Option Agreement dated December 18, 2002, by and between
Huachen Automotive Group Holdings Company Limited and
Mr. Hong Xing.*
Exhibit 6 - Call Option Agreement dated December 18, 2002, by and between
Huachen Automotive Group Holdings Company Limited and
Mr. Su Qiang.*
Exhibit 7 - Call Option Agreement dated December 18, 2002, by and between
Huachen Automotive Group Holdings Company Limited and
Mr. He Tao.*
Exhibit 8 - Syndication Letter dated December 18, 2002, by and among Huachen
Automotive Group Holdings Company Limited and Mr. Wu Xiao An,
Mr. Hong Xing, Mr. Su Qiang and Mr. He Tao.*
Exhibit 9 - Power of Attorney for Huachen Automotive Group Holdings Company
Limited (previously filed as Exhibit 99.II.3(a)-1 to the Form CB
filed by Huachen Automotive Group Holdings Company Limited, Mr. Wu
Xiao An, Mr. Hong Xing, Mr. Su Qiang and Mr. He Tao on December 20,
2002, and incorporated herein by reference).
Exhibit 10 - Power of Attorney for Mr. Su Qiang (previously filed as Exhibit
99.II.3(a)-2 to the Form CB filed by Huachen Automotive Group
Holdings Company Limited, Mr. Wu Xiao An, Mr. Hong Xing, Mr. Su
Qiang and Mr. He Tao on December 20, 2002, and incorporated herein
by reference).
Exhibit 11 - Power of Attorney for Mr. Hong Xing (previously filed as Exhibit
99.II.3(a)-3 to the Form CB filed by Huachen Automotive Group
Holdings Company Limited, Mr. Wu Xiao An, Mr. Hong Xing, Mr. Su
Qiang and Mr. He Tao on December 20, 2002, and incorporated herein
by reference).
Exhibit 12 - Power of Attorney for Mr. He Tao (previously filed as Exhibit
99.II.3(a)-4 to the Form CB filed by Huachen Automotive Group
Holdings Company Limited, Mr. Wu Xiao An, Mr. Hong Xing, Mr. Su
Qiang and Mr. He Tao on December 20, 2002, and incorporated herein
by reference).
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* Filed herewith.