Brilliance China Automotive : Continuing Connected Transactions 持續關連交易

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities in Brilliance China Automotive Holdings Limited, you should at once hand this circular to the purchaser, transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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) CONTINUING CONNECTED TRANSACTIONS Independent Financial Adviser to the Independent Board Committee and Shareholders or Independent Shareholders

A letter from the Board is set out on pages 5 to 35 of this circular. A letter from the independent board committee of Brilliance China Automotive Holdings Limited is set out on page 36 of this circular.

A letter from Octal Capital Limited, the independent financial adviser, containing its advice to the independent board committee and the independent shareholders of Brilliance China Automotive Holdings Limited is set out on pages 37 to 81 of this circular.

A notice convening the Special General Meeting 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 Thursday, 21 December 2017 at 9:00 am is set out on pages 87 to 89 of this circular. Whether or not you are able to attend the Special 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, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Special General Meeting (i.e. at or before 9:00 a.m. on Tuesday, 19 December 2017 (Hong Kong time)) or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting (as the case may be) should you so wish.

* for identification purposes only 5 December 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Letter from the Independent Board Committee 36 Letter from Octal Capital Limited 37 Appendix - General Information 82 Notice of Special General Meeting 87

In this circular, unless otherwise defined, terms used herein shall have the following meaning:

"30%-controlled company(ies)" has the meaning ascribed thereto in the Listing Rules;

"Approved Caps" the estimated annual monetary values of the Continuing Connected Transactions for the three financial years ending 31 December 2017 which have been approved by Independent Shareholders in general meetings or announced by the Company (as the case may be);

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

"Board" the board of Directors;

"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 with limited liability on 9 June 1992, whose securities are listed on the Stock Exchange;

"Completion" completion of the proposed disposal of the 49% equity interest in Shenyang Automotive by the Group to Renault as disclosed in the circular of the Company dated 18 September 2017;

"connected persons" has the meaning ascribed thereto in the Listing Rules;

"Continuing Connected Transactions"

the transactions between members of the Group and the connected persons as set out in the paragraph headed "The Continuing Connected Transactions" in this circular;

"Directors" the directors of the Company;

"Dongxing Automotive" 瀋陽華晨東興汽車零部件有限公司 (Shenyang Brilliance

Dongxing Automotive Component Co., Ltd.*), a wholly foreign owned enterprise established in the PRC on 17 March 1999 and a wholly-owned subsidiary of the Company. The principal activities of Dongxing Automotive are the manufacture and trading of automotive components and remodeling minibuses and sedans;

"Group" the Company and its subsidiaries;

"Hong Kong" the Hong Kong Special Administrative Region of the PRC;

"Huachen" 華晨汽車集團控股有限公司 (Huachen Automotive Group Holdings Company Limited*), the controlling shareholder of the Company which as at the Latest Practicable Date was interested in approximately 42.32% of the issued share capital of the Company;

"Huachen Group" Huachen, its subsidiaries and, for the purpose of this circular, shall include its 30%-controlled companies;

"Independent Board Committee" the independent committee of Board, comprising Mr. Xu

Bingjin, Mr. Song Jian and Mr. Jiang Bo, all of whom are independent non-executive Directors, formed to advise the Independent Shareholders as to (i) the Continuing Connected Transactions; and (ii) the Proposed Caps;

"Independent Financial Adviser" Octal Capital Limited, the independent financial adviser

appointed for the purpose of advising the Independent Board Committee and the Independent Shareholders as to

1. the Continuing Connected Transactions; and (ii) the Proposed Caps;

"Independent Shareholders" Shareholders other than Huachen and its associates;

"Latest Practicable Date" 1 December 2017, being the latest practicable date prior to

the printing of this circular for ascertaining certain information contained herein;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;

"Mianyang Ruian" 綿陽華晨瑞安汽車零部件有限公司 (Mianyang Brilliance Ruian Automotive Components Co., Ltd.*), a wholly foreign owned enterprise established in the PRC on 3 July 2000 and a wholly-owned subsidiary of the Company. The principal activities of Mianyang Ruian are the manufacture and trading of automotive components;

"Ningbo Ruixing" 寧波華晨瑞興汽車零部件有限公司 (Ningbo Brilliance Ruixing Auto Components Co., Ltd.*), a wholly foreign owned enterprise established in the PRC on 9 June 2000 and a wholly-owned subsidiary of the Company. The principal activities of Ningbo Ruixing are the manufacture and trading of automotive components;