Brilliance China Automotive : Results of Special General Meeting held on 21 December 2017 於二零一七年十二月二十一日舉行之股東特別大會之結果

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BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

€ശોʕ਷ӛԓછٰϞࠢʮ̡

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1114)

RESULTS OF SPECIAL GENERAL MEETING

HELD ON 21 DECEMBER 2017

The Board wishes to announce that the ordinary resolution proposed at the Special General Meeting to approve the Continuing Connected Transactions and the Proposed Caps was duly passed by the Independent Shareholders attending and voting at the meeting by way of poll.

Reference is made to the circular issued by the Company dated 5 December 2017 (the "Circular") in relation to the Continuing Connected Transactions between the Group and the Huachen Group and the Proposed Caps in respect of the three financial years ending 31

December 2020. Unless the context requires otherwise, terms used herein shall have the same meanings as in the Circular.

POLL RESULTS OF THE SPECIAL GENERAL MEETING

The Board is pleased to announce that the ordinary resolution in relation to the Continuing Connected Transactions and the Proposed Caps proposed at the Special General Meeting was duly passed by the Independent Shareholders attending and voting at the Special General Meeting by way of poll.

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For identification purposes only

Details of the poll results in respect of the ordinary resolution proposed at the Special General Meeting are as follows:

Ordinary resolution proposed at the Special General Meeting		FOR votes (%)	AGAINST votes (%)	Total number of votes
(a) (b)	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 ശોӛԓණྠ છٰϞࠢʮ̡ (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 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.	1,803,539,521 (99.99989%)	2,000 (0.00011%)	1,803,541,521

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The full text of the ordinary resolution was set out in the notice convening the Special General Meeting.

Accordingly, the ordinary resolution put forward at the Special General Meeting was duly passed by the Independent Shareholders attending and voting at the Special General Meeting by way of poll.

The Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer for the vote-taking at the Special General Meeting.

As at the date of the Special General Meeting, the number of issued Shares of the Company was 5,045,269,388 Shares. Huachen, who as at the date of the Special General Meeting was interested in 2,135,074,988 Shares, representing approximately 42.32% of the issued share capital of the Company, was required under the Listing Rules to abstain, and had abstained, from voting in respect of the ordinary resolution proposed at the Special General Meeting. None of the associates of Huachen was interested in any Shares as at the date of the Special General Meeting. As such, the Independent Shareholders holding a total of 2,910,194,400 Shares, representing approximately 57.68% of the issued share capital of the Company, were entitled to attend and vote for or against the ordinary resolution proposed at the Special General Meeting.

Save as disclosed, no Shareholders were required under the Listing Rules to abstain from voting at the Special General Meeting and there was no Share entitling the Shareholder to attend and abstain from voting in favour of the ordinary resolution at the Special General Meeting. No Shareholders have stated their intention in the Circular to vote against or to abstain from voting on the ordinary resolution at the Special General Meeting.

By order of the Board

Brilliance China Automotive Holdings Limited

Wu Xiao An

(also known as Ng Siu On)

Chairman

Hong Kong, 21 December 2017

As at the date of this announcement, the Board 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.