BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

(ശોʕ਷ӛԓછٰϞࠢʮ̡)*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1114)

Proxy form for use at the Special General Meeting or any adjournment thereof

I/We1 of being the holder(s) of

2 shares with a par value of US$0.01 each in thecapital of Brilliance China Automotive Holdings Limited (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING3 or of as my/our proxy to act for me/us at the special general meeting of the Company (the "Meeting"), to 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. or any adjournment thereof, and in particular (but without limitation) at such Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the Meeting as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS

For4

Against4

"THAT 1. (a)

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

(b) 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."

*

The full text of the resolutions appears in the notice convening the Meeting dated December 31, 2018 which is included in the circular of the Company despatched to the shareholders.

Signature5

Dated

Notes:

1.

Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2.

Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all those

shares in the Company registered in your name(s).

3.

If any proxy other than the chairman of the Meeting is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy

desired in the space provided. If no name is inserted, the chairman of the Meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE

INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4.

IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK () THE BOX MARKED "FOR" THE RELEVANT RESOLUTION. IF YOU WISH TO VOTE AGAINST

A RESOLUTION, TICK () THE BOX MARKED "AGAINST" THE RELEVANT RESOLUTION. Failure to tick either box will entitle your proxy to cast your vote at his

discretion. On a poll, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the notice convening

the Meeting except that persons appointed by a clearing house as a proxy will be able to vote on a show of hands and on poll.

5.

This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand

of an officer or attorney or other person duly authorised.

6.

In order to be valid, this form of proxy duly completed and signed in accordance with the instructions printed hereon 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 not less than 48 hours before the time appointed for holding the

Meeting (i.e. at or before 9:00 a.m. on Wednesday, January 16, 2019 (Hong Kong time)) or any adjournment thereof.

7.

In case of 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.

8.

The proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.

9.

Completion and deposit of this form of proxy will not preclude you from attending and voting at the Meeting in person if you so wish.

10.

Resolutions will be put to shareholders to vote taken by way of a poll.

*

for identification purposes only

Attachments

  • Original document
  • Permalink

Disclaimer

Brilliance China Automotive Holdings Ltd. published this content on 31 December 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 30 December 2018 22:13:14 UTC