Brilliance China Automotive : Notice of Special General Meeting 股東特別大會通告

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

(ശોʕ਷ӛԓછٰϞࠢʮ̡)*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1114)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the special general meeting of Brilliance China Automotive Holdings Limited (the "Company", together with its subsidiaries, the "Group") will be held at Statue Square Room & Alexandra Room, 2nd Floor, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Central, Hong Kong, on Friday, January 18, 2019 at 9:00 a.m. for the purposes of considering and, if thought fit, passing, with or without modification or supplementation, the following resolutions:

AS ORDINARY RESOLUTIONS

"THAT:

• 1. the entry into of each of the Transaction Documents (as defined and described in the circular of the Company dated December 31, 2018 (the "Circular"), copies of which are produced to the meeting, marked "A" to "D" and initialled by the chairman of the meeting for the purpose of identification) and all the transactions contemplated thereunder (including, but not limited to, the Disposal (as defined and described in the Circular)) be and are hereby approved, confirmed and ratified; and

• 2. any one or more directors of the Company (the "Directors") be and is/are hereby authorised to do all such acts and things, to sign and execute all other relevant documents and to take such steps which, in his/her/their opinion, are necessary, appropriate, desirable or expedient to give effect to or implement the terms of each of the Transaction Documents and the transactions contemplated thereunder, and to agree to such variation, amendments or waiver or matters relating thereto as are, in his/her/their opinion, in the interest of the Company and its shareholders as a whole."

By order of the Board

Brilliance China Automotive Holdings Limited

Wu Xiao An

(also known as Ng Siu On)

Chairman

December 31, 2018

* For identification purposes only

Registered office:	Head office and principal place of business:
Canon's Court	Suites 1602-05
22 Victoria Street	Chater House
Hamilton HM12	8 Connaught Road Central
Bermuda	Hong Kong
Notes:

• 1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxies to attend and to vote on a poll in his stead. On a poll, votes may be given either personally (or in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy. A proxy need not be a shareholder of the Company.

• 2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of shareholders of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

• 3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 9:00 a.m., Hong Kong time, on Wednesday, January 16, 2019, or not less than 48 hours before the time appointed for holding the meeting or any adjournment of the meeting.

• 4. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if shareholders so wish and in such event, the form of proxy will be deemed revoked.

• 5. The ordinary resolutions set out in this notice of the meeting will be put to shareholders to vote taken by way of a poll.

• 6. The register of shareholders of the Company will be closed from Tuesday, January 15, 2019 to Friday, January 18, 2019, both days inclusive, during which period no transfer of the shares will be effected. The record date for the meeting is Tuesday, January 15, 2019. Only shareholders whose names appear on the register of shareholders on Tuesday, January 15, 2019 or their proxies or duly authorised corporate representatives are entitled to attend and vote at the meeting. In order to determine the list of shareholders who are qualified to attend and vote at the meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m., Hong Kong time on Monday, January 14, 2019.

As at the date of this announcement, the board of Directors 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.