Brilliance China Automotive Holdings LimitedHKEX: 1114

Proxy Form for use at the Special General Meeting to be held on 21 December 2017 or any adjournment thereof 適用於將於二零一七年十二月二十一日舉行的股東特別大會或其任何續會之代表委任表格

· Issued by Brilliance China Automotive Holdings Limited
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) Proxy form for use at the Special General Meeting or any adjournment thereof

I/We1

of being the holder(s) of 2 shares with a par value of US$0.01 each in the capital of Brilliance China Automotive Holdings Limited (the " Company "), HEREBY APPOINT THE CHAIRMAN OF THE MEETING 3

or

of as my/our proxy to act for me/us at the Special General Meeting of the Company (the "Meeting"), to 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. or any adjournment thereof, and in particular (but without limitation) at such Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution set out in the notice convening the said Meeting as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION

For4

Against4

  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

  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.

* The full text of the resolution appears in the notice convening the Meeting dated 5 December, 2017 which is included in the circular of the Company despatched to the shareholders.

Signature5 Dated

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  2. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all those shares in the Company registered in your name(s).

  3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" and insert the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK (✓) THE BOX MARKED "FOR" THE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK (✓) THE BOX MARKED "AGAINST" THE RESOLUTION. Failure to tick either box will entitle your proxy to cast your vote at his discretion. On a poll, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the Meeting except that persons appointed by a clearing house as a proxy

    will be able to vote on a show of hands and on poll.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney or other person duly authorised.

  6. In order to be valid, this form of proxy duly completed and signed in accordance with the instructions printed hereon 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 branch registrar of the Company 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.

  7. In case of 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.

  8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  9. Completion and deposit of this form of proxy will not preclude you from attending and voting at the Meeting in person if you so wish.

  10. Resolution will be put to shareholders to vote taken by way of a poll.

* for identification purposes only

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