Brilliance China Automotive : (1) Notice of Annual General Meeting, (2) Re-election of Directors, and (3) General Mandates to Repurchase Shares and to Issue New Shares (1) 股東週年大會通告 (2) 重選董事 及 (3)一般性授權回購股份及發行新股份的建議

4821d811-702f-4ce0-8773-40bc97c3d6ef.pdf If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Brilliance China Automotive Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED (華晨中國汽車控股有限公司)*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1114)

1. NOTICE OF ANNUAL GENERAL MEETING,
2. RE-ELECTION OF DIRECTORS AND
3. GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES

A notice convening an annual general meeting of Brilliance China Automotive Holdings Limited to be held at Tian & Di Function Room, 7th Floor, The Landmark Mandarin Oriental, The Landmark, 15 Queen's Road Central, Central, Hong Kong on Friday, 3rd June, 2016 at 9:00 a.m. is set out on pages 14 to 17 of this circular.

Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the office of the branch registrar of Brilliance China Automotive Holdings Limited in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof if you so wish and in such event, the form of proxy will be deemed to be revoked.

* for identification purposes only 27th April, 2016

Page

Responsibility statement ii Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Proposed re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Proposed grant of Repurchase Mandate and Issue Mandate . . . . . . . . . . . . . . . . . . 5

Annual General Meeting and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . . . 6

Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Appendix I - Biographies of Directors proposed to be re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Appendix II - Explanatory statement on the Repurchase Mandate 11 Notice of Annual General Meeting 14

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"2008 Share Option Scheme" the share option scheme of the Company adopted on 11th

November, 2008 and came into effect on 14th November, 2008;

"Annual General Meeting" the annual general meeting of the Company to be held at

Tian & Di Function Room, 7th Floor, The Landmark Mandarin Oriental, The Landmark, 15 Queen's Road Central, Central, Hong Kong on Friday, 3rd June, 2016 at 9:00 a.m.;

"associated corporation" has the meaning ascribed thereto in the SFO;

"associates" has the meaning ascribed thereto in the Listing Rules;

"BMW Brilliance" BMW Brilliance Automotive Ltd., a joint venture of the Company incorporated in the PRC which principal activities are the manufacture and sale of BMW vehicles in the PRC;

"Board" the board of Directors;

"Bye-Laws" the bye-laws of the Company, as amended from time to time;

"close associates" has the meaning ascribed thereto in the Listing Rules;

"Companies Act" The Companies Act 1981 of Bermuda (as amended);

"Companies Ordinance" Companies Ordinance (Chapter 622 of the Laws of Hong

Kong);

"Company" Brilliance China Automotive Holdings Limited (華晨中國 汽車控股有限公司*), an exempted company incorporated in Bermuda on 9th June, 1992 with limited liability whose securities are listed on the main board of the Stock Exchange;

"controlling shareholders" has the meaning ascribed thereto in the Listing Rules; "core connected person" has the meaning ascribed thereto in the Listing Rules; "Director(s)" the director(s) of the Company;

"Group" the Company and its subsidiaries;