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

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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) NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the special general meeting (the "SGM") of Brilliance China Automotive Holdings Limited (the "Company", together with its subsidiaries, the "Group") will 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, October 20, 2017 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 acquisition agreement (the "Acquisition Agreement"), dated June 23, 2017 entered into by and between Shenyang JinBei Automotive Industry Holdings Co., Ltd. (瀋陽金 杯汽車工業控股有限公司), a limited liability company established in the PRC and an indirectly wholly-owned subsidiary of the Company, as purchaser, and Shenyang JinBei

   Automotive Co., Ltd.* (金杯汽車股份有限公司), as seller, in relation to the acquisition of 39.1% equity interest in Shenyang Brilliance JinBei Automobile Co., Ltd.* (瀋陽華 晨金杯汽車有限公司) by the Group, subject to the terms and conditions contained therein, as set out in the circular of the Company dated September 18, 2017, the terms and conditions thereof and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

2. the framework cooperation agreement (the "Framework Cooperation Agreement"), dated July 4, 2017 entered into by and between the Company, as seller, and Renault SAS, as purchaser, in relation to the disposal of 49% equity interest in Shenyang Brilliance JinBei Automobile Co., Ltd.* (瀋陽華晨金杯汽車有限公司) by the Group, subject to the terms and conditions contained therein, as set out in the circular of the Company dated September 18, 2017, the terms and conditions thereof and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

   * for identification purposes only

3. the directors of the Company (the "Directors") be and 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 the opinion of the Directors, are necessary, appropriate, desirable or expedient to give effect to or implement the terms of each of the Acquisition Agreement and the Framework Cooperation Agreement, and the transactions contemplated thereunder, and to agree to such variation, amendments or waiver or matters relating thereto as are, in the opinion of the Directors, 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

September 18, 2017

Registered office:

Canon's Court

22 Victoria Street Hamilton HM12 Bermuda

Head office and principal place of business:

Suites 1602-05 Chater House

8 Connaught Road Central 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 members 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 not less than 48 hours before the time appointed for holding the meeting (i.e. at or before 9:00 a.m. on Wednesday, October 18, 2017 (Hong Kong time)) or any adjournment thereof.

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 resolution set out in this notice of special general meeting will be put to shareholders to vote taken by way of a poll.

6. The Hong Kong branch register of members of the Company will be closed from Tuesday, October 17, 2017 to Friday, October 20, 2017, both days inclusive (Hong Kong time), for the purpose of ascertaining shareholders' entitlement to attend and vote at the above meeting. The record date for the meeting is Friday, October 20, 2017. In order to be eligible to attend and vote at the meeting, all properly completed share transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, October 16, 2017 (Hong Kong time). During the period mentioned above, no transfer of shares will be registered.

As at the date of this notice, 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.