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 a special general meeting of Brilliance China Automotive Holdings Limited (the "Company") 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 Thursday, 21 December 2017 at 9:00 a.m., for the purposes of considering and, if thought fit, passing, with or without modification, the following resolution as an ordinary resolution of the Company: ORDINARY RESOLUTION

"THAT

1. the entering into of the framework agreements and the comprehensive service agreement dated 15 November 2017 (collectively, the "Framework Agreements and Comprehensive Service Agreement") (copies of which are marked "A" and produced to the meeting and signed by the Chairman for identification purposes) in respect of the continuing connected transactions to be entered into between the Company on the one part and 華晨汽車集團控股有限公司 (Huachen Automotive Group Holdings Company Limited*) ("Huachen") on the other part for the three financial years ending 31 December 2020 falling within paragraphs II.A (sale of automobiles, materials and/or automotive components to Huachen, its subsidiaries and 30%-controlled companies (the "Huachen Group")), II.B (purchases of materials and automotive components from the Huachen Group) and II.C (purchases of services from the Huachen Group) as set out in the paragraph headed "The Continuing Connected Transactions" in the Letter from the Board contained in the circular of the Company dated 5 December 2017 (the "Circular") be and are hereby approved, confirmed and ratified and the entering into of the relevant continuing connected transactions falling within the said paragraphs II.A,

   II.B and II.C pursuant to the Framework Agreements and Comprehensive Service Agreement be and are hereby approved; and that the directors of the Company be and are hereby authorised to take such actions and to enter into such documents as are necessary to give effect to the abovementioned continuing connected transactions contemplated under the Framework Agreements and Comprehensive Service Agreement; and

   * for identification purposes only

2. the proposed maximum annual monetary value of the continuing connected transactions contemplated under the Framework Agreements and Comprehensive Service Agreement approved pursuant to paragraph (a) of this Resolution for each of the three financial years ending 31 December 2020 as set out in the paragraph headed "Proposed Caps" in the Letter from the Board contained in the Circular be and are hereby approved."

By order of the Board

Brilliance China Automotive Holdings Limited Lam Yee Wah Eva

Company Secretary

Hong Kong, 5 December 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 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 Tuesday, 19 December 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.

As at the date of this announcement, the board of directors of the Company 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.