Brilliance China Automotive : Passing away of an independent non-executive director and appointment of replacement chairman of board committees

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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)

PASSING AWAY OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

APPOINTMENT OF REPLACEMENT CHAIRMAN

OF BOARD COMMITTEES

The board (the "Board") of directors (the "Directors" and each a "Director") of Brilliance China Automotive Holdings Limited (the "Company") announces with deepest sorrow that Mr. Xu Bingjin ("Mr. Xu"), an independent non-executive Director and the chairman of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Board (collectively the "Board Committees"), passed away on 25th February, 2021.

The Board would like to express its appreciation for Mr. Xu's valuable contribution to the Company during his tenure of office and convey its sincere condolences to Mr. Xu's family.

Applicable requirements under the Listing Rules

According to Rules 3.10(1) and 3.10A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the Board must include at least three independent non-executive Directors, and the Company must have independent non-executive Directors representing at least one-third of the Board. As at the date of this announcement, the Board comprises seven Directors, including five executive Directors and two independent non-executive Directors.

Regarding the composition of the Board Committees:

1. according to Rule 3.21 of the Listing Rules, the Audit Committee of the Board must comprise a minimum of three members;

2.

according to Rule 3.25 of the Listing Rules, the Remuneration Committee of the Board must comprise a majority of independent non-executive Directors; and

*For identification purposes only

3. according to Code Provision A.5.1 of the Corporate Governance Code under Appendix 14 to the Listing Rules, the Nomination Committee of the Board must comprise a majority of independent non-executive Directors.

Following the passing away of Mr. Xu, the Company has only two independent non-executive Directors, which does not meet the abovementioned requirements under the Listing Rules.

Appointment of replacement chairman of Board Committees

In order to fill the resulting vacancy of chairman of each of the Board Committees, the Board has resolved to appoint Mr. Jiang Bo, an independent non-executive Director, as the chairman of the Audit Committee and the chairman of the Remuneration Committee, and to appoint Mr. Song Jian, an independent non-executive Director, as the chairman of the Nomination Committee.

Further announcement(s) on progress of identification and appointment of new independent non-executive Director

In order to comply with the abovementioned requirements under the Listing Rules, the Company will use its best endeavour to identify a suitable candidate to be appointed as an independent non-executive Director and as a member of each of the Board Committees as soon as practicable and in any event within three months after 25th February, 2021 as required under Rules 3.11, 3.23 and 3.27 of the Listing Rules. The Company will make further announcement(s) as and when appropriate.

By order of the Board

Brilliance China Automotive Holdings Limited

Wu Xiao An

(also known as Ng Siu On)

Chairman

Hong Kong, 26th February, 2021

As at the date of this announcement, the Board comprises five executive Directors, Mr. Wu Xiao An (also known as Mr. Ng Siu On) (Chairman), Mr. Yan Bingzhe (Chief Executive Officer), Mr. Zhang Wei, Mr. Sun Baowei and Ms. Ma Nina; and two independent non-executive Directors, Mr. Song Jian and Mr. Jiang Bo.