THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 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 licensed securities dealer or other registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Brilliance China Automotive Holdings Limited, you should at once hand this circular, together with the accompanying form of proxy and reply slip to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s). 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) VERY SUBSTANTIAL DISPOSAL IN RELATION TO DISPOSAL OF 25% EQUITY INTEREST IN BMW BRILLIANCE AUTOMOTIVE LTD. Financial Adviser to the Company Goldman Sachs (Asia) L.L.C. A letter from the Board is set out on pages 8 to 26 of this circular. A notice convening a special general meeting of Brilliance China Automotive Holdings Limited to be held at Statue Square Room & Alexandra Room, 2nd Floor, Mandarin Oriental Hong Kong, 5 Connaught Road Central, Central, Hong Kong on Friday, January 18, 2019 at 9:00 a.m. is set out on pages N-1 to N-2 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 share 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 Wednesday, January 16, 2019 (Hong Kong time)) or any adjourned meeting thereof. 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 thereof if you so wish. * for identification purposes only December 31, 2018 CONTENTS Page Definitions ......................................................... 1 Letter from the Board ................................................. 8 Appendix I – Financial Information of the Group ...................... I-1 Appendix II – Financial Information of BBA .......................... II-1 Appendix III – Unaudited Pro Forma Financial Information of the Group .... III-1 Appendix IV – Letters from Grant Thornton and Goldman Sachs in relation to Discounted Cash Flows Forecast ............ IV-1 Appendix V – General Information ................................. V-1 Notice of Special General Meeting ....................................... N-1 –i– DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings: “applicable percentage ratios” the five ratios as set out in Rule 14.07 of the Listing Rules to be applied for determining the classification of a transaction under the Listing Rules “associate(s)” has the meaning ascribed thereto under the Listing Rules “BBA” BMW Brilliance Automotive Ltd., a sino-foreign equity joint venture established in the PRC in 2003 whose effective equity interest are owned as to 50% by SJBA and as to 50% by BMW as at the Latest Practicable Date “BBAFC” Brilliance-BEA Auto Finance Co., Ltd., a non-wholly owned subsidiary of the Company “BEV” battery electric vehicles “BMW” BMW Holding B.V., a corporation organized and existing under the laws of the Netherlands, with its principal place of business at Einsteinlaan 5, 2289 CC Rijswijk ZH, the Netherlands “BMW Group” Bayerische Motoren Werke AG, a company listed on the Munich Stock Exchange, and its directly and indirectly held subsidiaries (including BMW) “Board” the board of Directors “Brilliance’s Pre-Completion an amount equal to 25% of any Pre-Completion Tax Tax Liability” Liability (which Tax Liability (a) arises in respect of or in consequence of any income, profits or gains earned or accrued or received before the Completion Date; or (b) arises in respect of or in consequence of any event which occurred on or before the Completion Date; and, in each case, has not been provided or accounted for in the Locked Box Accounts) “Bye-laws” the bye-laws adopted by the Company and as amended from time to time “close associate(s)” has the meaning ascribed thereto under the Listing Rules –1– DEFINITIONS “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 June 9, 1992, whose shares are listed on the main board of the Stock Exchange (stock code: 1114) “Completion” completion of the Disposal pursuant to the terms and conditions of the Equity Transfer Agreement “Completion Date” the date on which the Completion takes place “Conditions” conditions precedent of the Disposal, which should be fulfilled prior to and for the Completion “connected persons” has the meaning ascribed thereto under the Listing Rules “Consideration” consideration for the transfer of the Target Equity Interest from SJBA to BMW pursuant to the Equity Transfer Agreement “controlling shareholder” has the meaning ascribed thereto under the Listing Rules “Dadong plant” the manufacturing plant of BBA at Dadong District, Shenyang City, the PRC “Director(s)” the director(s) of the Company “Disposal” the proposed disposal of 25% equity interest in BBA by SJBA to BMW in accordance with the terms and conditions of the Equity Transfer Agreement and other Transaction Documents “Eighth Amendment to the JV the eighth amendment dated October 11, 2018 which shall Contract” amend and restate the JV Contract “Equity Transfer Agreement” the Equity Transfer Agreement dated October 11, 2018 entered into by and between SJBA and BMW in relation to the transfer of the Target Equity Interest “Goldman Sachs” Goldman Sachs (Asia) L.L.C., a corporation licensed to carry out Type 1, Type 4, Type 5, Type 6 and Type 9 regulated activities under the SFO, which is the financial adviser to the Company in relation to the Disposal “Grant Thornton” Grant Thornton Hong Kong Limited, the auditor of the Company –2– DEFINITIONS “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong GAAP” the generally accepted accounting principles in Hong Kong “Huachen” Huachen Automotive Group Holdings Company Limited* (華晨汽車集團控股有限公司), the controlling shareholder of the Company which was interested in approximately 42.32% of the issued share capital of the Company as at the Latest Practicable Date “ICE” internal combustion engine “independent third party(ies)” a person or company which is not considered a connected person or an associate of a connected person of the Company under the Listing Rules “Independent Valuer” China Enterprise Appraisals Co., Ltd. (北京中企華資產評 估有限責任公司), a PRC-approved independent appraisal firm “Investment Agreements” the two investment agreements both dated October 11, 2018 entered into by and between Shenyang Municipal Government and BBA “Irrevocable Undertaking” the deed of irrevocable undertaking dated October 11, 2018 entered into by Huachen in favour of BMW pursuant to which Huachen irrevocably undertakes to, among others things, attend the SGM and exercise the voting rights attached to all the Relevant Shares to approve the Disposal “JBC” Shenyang Jinbei Automotive Co., Ltd.* (金杯汽車股份有 限公司), a company incorporated in the PRC on May 14, 1984, whose shares are listed on the Shanghai Stock Exchange (stock code: 600609) “JV Contract” the equity joint venture contract of BBA entered into by and between SJBA and BMW on March 27, 2003, and as amended and supplemented from time to time “Latest Practicable Date” December 28, 2018, being the latest practicable date prior to the printing of this circular to ascertain certain information contained herein “LCV” light commercial vehicle –3– DEFINITIONS “Leakage” (i) any dividend, bonus or other distribution of profits declared, paid or made in respect of the Target Equity Interest by BBA to SJBA, other than the dividend approved and declared by the board of directors of BBA at the board meeting held on July 13, 2018; (ii) any payment (including management, consulting service, fees or cost-recharge, bonus or other compensation) made or agreed to be made by, or assets transferred to or liabilities assumed, or guarantee incurred by BBA to, or for the benefit of SJBA or any of its affiliates, other than transactions on arm’s length third party terms; (iii) the waiver, deferral or release by BBA of any amount owed by SJBA or any of its affiliates to BBA; and (iv) any transaction by BBA with SJBA or any of its affiliates other than on arm’s length third party terms, and provided in each case, other than any Permitted Leakage Payment “Listing Rules” the