UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F/A
(Amendment
No. 2)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended: December 31, 2007 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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OR |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 1-11412
BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
(Exact name of Registrant as specified in its charter)
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Bermuda |
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(Jurisdiction of Incorporation or Organization) |
Suites 1602-05, Chater House, 8 Connaught Road Central, Hong Kong
(Address of Principal Executive Offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act: None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares, par value US$0.01 per share
Title of Class
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2007:
3,669,765,900 Ordinary Shares, par value US$0.01 per share
2,103,661 American Depositary Shares, each representing 100 Ordinary Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ
If this report is an annual or transition report, indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of
1934.
Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated
filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o Accelerated Filer þ Non-Accelerated Filer o
Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:
U.S. GAAP þ
International Financial Reporting Standards as issued by the International Accounting Standards Board o
Other o
If “Other” has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.
Item 17 o Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
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EXPLANATORY NOTE
The
registrant is filing this Amendment No. 2 on Form 20-F/A
(“Amendment No. 2”) to its annual
report on Form 20-F for the year ended December 31, 2007,
originally filed with the Securities and Exchange
Commission on June 27, 2008 (the “original filing”)
and amended on November 17, 2008 (“Amendment
No. 1”), solely for the purpose of filing the audited
financial statements of BMW Brilliance Automotive Ltd. pursuant to Rule 3-09 of
Regulation S-X.
As
a result, “Part III, Item 17. Financial
Statements” and “Part III, Item 19.
Exhibits” contained in the original filing and Amendment
No. 1 are amended and
restated in their entirety in this Amendment No. 2.
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Other
than as set forth herein, the registrant has not modified or updated any other
disclosures and has made no changes to the Items in the original
filing or Amendment No. 1. Accordingly, the
registrant has omitted in this Amendment No. 2 all such unchanged information.
Other
than as expressly set forth above, this Amendment No. 2 does not, and does not purport
to, amend, update or restate the information in any part of the original filing or reflect any
events that have occurred after the original filing was filed on June 27, 2008. The filing of this
Amendment No. 2, and the inclusion of newly executed certifications, should not be understood to
mean that any other statements contained in the original filing are true and complete as of any
date subsequent to June 27, 2008. Accordingly, this Amendment
No. 2 should be read in conjunction
with the original filing and the registrant’s filings made with the Securities and Exchange
Commission subsequent to the original filing, including any amendments to those filings.
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PART III
ITEM 17. FINANCIAL STATEMENTS
The audited financial
statements of BMW Brilliance Automotive Ltd. as at and for the year
ended December 31, 2007, and the unaudited financial statements of BMW Brilliance
Automotive Ltd. for the years ended December 31, 2006 and 2005 are attached as an exhibit hereto.
ITEM 19. EXHIBITS
The following exhibits are furnished along with this annual report or are incorporated by
reference as indicated.
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1.1 |
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Amended and Restated Bye-Laws of Brilliance China Automotive dated November 16,
2007.* |
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1.2 |
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Amendments to Bye-Laws of Brilliance China Automotive dated June 20, 2008.* |
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