Brilliance Auto

               BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
             (incorporated in Bermuda with limited liability)
                            (Stock Code: 1114)


ISSUE OF APPROXIMATELY US$183 MILLION ZERO COUPON GUARANTEED CONVERTIBLE BONDS

                DUE 2011 BY GOLDCOSMOS INVESTMENTS LIMITED
           (TO BE RENAMED AS BRILLIANCE CHINA FINANCE LIMITED)
                   CONVERTIBLE INTO ORDINARY SHARES OF
               BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED



HONG KONG, May 9 /Xinhua-PRNewswire-FirstCall/ -- On 8 May 2006, the Company, the Issuer and the Sole Bookrunner entered into the Purchase Agreement whereby the Sole Bookrunner agreed to purchase, or procure purchasers, for the Convertible Bonds in the principal amount of approximately US$183 million. The Issuer has granted to the Sole Bookrunner and the purchasers procured by the Sole Bookrunner the Option to Upsize which can be exercised by the Sole Bookrunner, in whole or in part at any time (but not more than once), up to and including the 30th day after the date of the Purchase Agreement, to require the Issuer to issue up to a further US$30 million in principal amount of Convertible Bonds. In the case of the exercise of the Option to Upsize in full, the aggregate principal amount of Convertible Bonds would be approximately US$213 million. Assuming full conversion of the Convertible Bonds at the Conversion Price, the Convertible Bonds will be convertible into approximately 854.2 million Conversion Shares (subject to adjustment), representing approximately 23.3% of the issued share capital of the Company as at the date of this announcement and approximately 18.9% of the enlarged issued share capital of the Company. The Conversion Shares will rank pari passu in all respects with the Shares of the Company then in issue on the relevant conversion date.

The Bondholders will have the right to convert their Convertible Bonds into Conversion Shares at any time from 6 July 2006 (30 days after the Closing Date) up to the close of business on 8 May 2011 or, if the Convertible Bonds shall have been called for redemption before 8 May 2011, up to a date no later than 7 business days prior to the date fixed for redemption thereof.  The initial Conversion Price is HK$1.93 per Conversion Share, being a premium of approximately 35.9% over the closing price of the Shares quoted on the Stock Exchange on 4 May 2006, being the Trading Day preceding the date on which the Purchase Agreement was signed.  The Convertible Bonds are guaranteed (if not converted) by the Company. Unless previously purchased and cancelled, redeemed or converted, the Convertible Bonds will be redeemed at 141.060% of their principal amount on the Maturity Date. The net proceeds from the issue of the Convertible Bonds will be applied by the Company as to approximately 50% to the refinancing of the indebtedness and as to approximately 50% to general corporate and working capital purposes of the Group. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares. An application will be made for the listing of the Convertible Bonds on the Singapore Stock Exchange.

At the request of the Company, trading in the Shares was suspended with effect from 9:37 am on 8 May 2006 pending publication of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 am on 10 May 2006.

  PURCHASE AGREEMENT

  Date:             8 May 2006.

  Sole Bookrunner:  Citigroup Global Markets Limited, which is independent
                    of and not connected with any of the substantial
                    shareholders, chief executive and the directors of the
                    Company, its subsidiaries and associates of any of them.

  Purchase:         The Sole Bookrunner has agreed to purchase, or to
                    procure purchasers (not less than 6) who are independent
                    of and not connected with any of the substantial
                    shareholders, chief executive and the directors of the
                    Company, its subsidiaries and associates of any of them,
                    for the Convertible Bonds in an aggregate principal
                    amount of approximately US$183 million (and any
                    Convertible Bonds to be issued pursuant to the Option to
                    Upsize).

  Conditions
   precedent:       Completion of the purchase of the Convertible Bonds is
                    conditional upon, amongst other things:

                    (1) the Stock Exchange granting approval to the listing
                        of, and permission to deal in, the Conversion Shares
                        to be issued on conversion in full of the
                        Convertible Bonds (either unconditionally or subject
                        to conditions to which the Company does not
                        reasonably object);

                    (2) the approval of the Shareholders to the issue of the
                        Conversion Shares on conversion of the Optional
                        Bonds;

                    (3) the issuance of English, Hong Kong and the British
                        Virgin Islands legal opinions on, among other things,
                        the enforceability of the Purchase Agreement and
                        related documents;

                    (4) the issuance of auditors' comfort letters; and

                    (5) there being no material adverse change in the
                        financial condition, operations, business or
                        properties of the Group at the Closing Date.

                    In the event that the conditions are not fulfilled by
                    the Closing Date, the parties to the Purchase Agreement
                    shall be released and discharged from their respective
                    obligations thereunder.

  Termination:      The Sole Bookrunner is entitled to, prior to delivery of
                    and payment for the Convertible Bonds (being 7 June
                    2006), terminate the arrangement under the Purchase
                    Agreement at any time prior to the completion of the
                    Offering upon the occurrence of certain events which
                    include, inter alia, any change, or any development
                    involving a prospective change, in the United States,
                    Hong Kong, the People's Republic of China or
                    international financial, political or economic
                    conditions or currency exchange rates or foreign
                    exchange controls which would be likely to prejudice
                    materially the success of the Offering and distribution
                    of the Convertible Bonds or dealings in the Convertible
                    Bonds in the secondary market.

  Completion:       Subject to the above conditions, completion of the
                    Convertible Bonds is expected to take place on the
                    Closing Date.  Completion of the Convertible Bonds
                    (other than the Optional Bonds) is not conditional on
                    the completion of the Optional Bonds.

  PRINCIPAL TERMS OF THE CONVERTIBLE BONDS
  The principal terms of the Convertible Bonds are summarized as follows:

  Issuer:           Goldcosmos Investments Limited, a wholly-owned
                    subsidiary of the Company.

  Guarantor:        Brilliance China Automotive Holdings Limited.

  Principal amount: approximately US$183 million.

  Option to Upsize: US$30 million. If the Option to Upsize is exercised in
                    full, the aggregate amount of the Convertible Bonds will
                    be approximately US$213 million.

  Interest:         The Convertible Bonds are zero coupon bonds.

  Conversion
   period:          Bondholder(s) may exercise Conversion Rights at any time
                    from 6 July 2006 (30 days after the Closing Date) up to
                    the close of business on 8 May 2011 or, if the
                    Convertible Bonds shall have been called for redemption
                    before 8 May 2011, up to a date no later than 7 business
                    days prior to the date fixed for redemption thereof.

  Cash Settlement
   Option:          Notwithstanding the Conversion Right of each Bondholder
                    in respect of each Convertible Bond, at any time when
                    the delivery of Conversion Shares is required to satisfy
                    the Conversion Right, instead of issuing the Conversion
                    Shares, the Issuer shall have the option to pay to the
                    relevant Bondholder an amount of cash equal to the Cash
                    Settlement Amount.

  Conversion
   Price:           HK$1.93 per Conversion Share, representing a premium of
                    approximately 35.9% over the closing price of HK$1.42
                    per Share as quoted on the Stock Exchange on 4 May 2006,
                    being the Trading Day preceding the date of the Purchase
                    Agreement, and a premium of approximately 38.5% over the
                    average of the closing price of the Shares as quoted on
                    the Stock Exchange for the ten Trading Days ended 4 May
                    2006 of HK$1.394.

                    The Conversion Price will be subject to adjustment for,
                    amongst other things, consolidations or subdivisions of
                    Shares, rights issues at a discount, cash dividends,
                    share dividends and other events which may have a
                    diluting effect on Bondholders.

  Conversion
   Shares:          If all the Convertible Bonds (other than the Optional
                    Bonds) are converted at the initial Conversion Price of
                    HK$1.93 each, there will be 733,674,599 Conversion
                    Shares.  As up to 733,678,180 Shares may be issued under
                    the General Mandate, such 733,674,599 Conversion Shares
                    to be issued upon full conversion of the Convertible
                    Bonds (other than the Optional Bonds) will be issued and
                    allotted pursuant to the General Mandate.

                    The Conversion Shares to be issued under the Optional
                    Bonds will be issued and allotted pursuant to the
                    Shareholders' approval to be obtained at the special
                    general meeting to be held prior to the Closing Date.

  Ranking of
   Conversion
   Shares:          Conversion Shares will rank pari passu in all respects
                    with the Shares then in issue on the relevant conversion
                    date.

  Redemption at
   option of the
   Issuer:          On or at any time after 7 June 2008 and prior to 7 June
                    2009, the Issuer may redeem the Convertible Bonds in
                    whole but not in part at the Early Redemption Amount
                    together with accrued and unpaid interest if the closing
                    price of the Shares as quoted on the Stock Exchange for
                    each of the 30 consecutive Trading Days, the last of
                    which occurs not more than 5 Trading Days prior to the
                    date upon which notice of such redemption is given is
                    greater than 145% of the applicable Early Redemption
                    Amount divided by the ratio which is the amount of
                    Convertible Bonds in whole divided by the then
                    conversion price.  On or at any time after 7 June 2009
                    and prior to 8 May 2011, the Issuer may redeem the
                    Convertible Bonds in whole but not in part at the Early
                    Redemption Amount together with accrued and unpaid
                    interest if the closing price of the Shares as quoted on
                    the Stock Exchange for each of the 30 consecutive
                    Trading Days the last of which occurs not more than 5
                    Trading Days prior to the date upon which notice of such
                    redemption is given is greater than 130% of the
                    applicable Early Redemption Amount divided by the ratio
                    which is the amount of Convertible Bonds in whole
                    divided by the then conversion price.

  Redemption at
   option of the
   Bondholders:     On the third anniversary of the Closing Date, each
                    Bondholder will have the right, at such Bondholder's
                    option, to require the Issuer to redeem in whole but not
                    in part of the Convertible Bonds at 122.926% of their
                    principal amount.

  Reset Feature:    The Conversion Price shall be adjusted on the First
                    Reset Date to the Average Market Price if the Average
                    Market Price per Share is less than the Conversion Price,
                    provided that the adjusted Conversion Price shall not be
                    less than 68% of the Conversion Price prevailing on the
                    First Reset Date.

                    The Conversion Price shall be adjusted on the Second
                    Reset Date to the Average Market Price if the Average
                    Market Price per Share is less than the Conversion Price,
                    provided that the adjusted Conversion Price shall not be
                    less than 75% of the Conversion Price prevailing on the
                    Second Reset Date.

                    Based on the initial Conversion Price of HK$1.93 and the
                    maximum reset rate, the lowest possible Conversion Price
                    will be reset to HK$0.9843 and the maximum number of
                    Conversion Shares to be issued by the Company upon full
                    conversion of the Convertible Bonds (other than the
                    Optional Bonds) at the lowest possible Conversion Price
                    will be approximately 1,438.6 million Conversion Shares,
                    which will exceed the 733,678,180 Shares permitted under
                    the General Mandate.  The Company will either issue the
                    excess Conversion Shares under new general mandate to be
                    granted by the Shareholders or exercise the Cash
                    Settlement Option and make cash settlement payment in
                    respect of such excess Conversion Shares.

                    The maximum number of Conversion Shares to be issued by
                    the Company upon full conversion of the Optional Bonds
                    at the lowest possible Conversion Price (being HK$0.9843)
                    will be approximately 236.2 million Conversion Shares,
                    which will be issued and allotted pursuant to the
                    Shareholders' approval to be obtained at the special
                    general meeting to be held prior to the Closing Date.

                    The resetting of the Conversion Price is a term and
                    condition of the Convertible Bonds which has been agreed
                    between the Company and Citigroup on an arm's length
                    basis. An announcement containing details of the
                    resetting of the Conversion Price including the discount
                    to the initial Conversion Price will be made in the
                    event such resetting of the Conversion Price occurs.

  Maturity:         Unless previously purchased and cancelled, converted or
                    redeemed, each Convertible Bond shall be redeemed at
                    141.060% of their principal amount on the Maturity Date.

  Voting rights:    Bondholders will not have any right to attend or vote in
                    any meeting of the Company by virtue of their being
                    Bondholders.

  Listing:          An application will be made for a listing of the
                    Convertible Bonds on the Singapore Stock Exchange.

                    An application will be made to the Stock Exchange for
                    the listing of, and permission to deal in, the
                    Conversion Shares.

  Transfer:         The Convertible Bonds may be transferred.

  Yield to
   maturity:        7.00%.

  Form of the
   Convertible
   Bonds:           Registered.

  Denomination:     US$1,000.

  Optional Bonds


The Optional Bonds form part of the Convertible Bonds and are issued pursuant to the exercise of the Option to Upsize.  In that regard, their terms are therefore identical to those of the Convertible Bonds except for the following:

  Principal amount: US$30 million.  If the Option to Upsize is exercised in
                    full, the aggregate amount of the Convertible Bonds will
                    be approximately US$213 million.

  Conversion
   Shares:          The Conversion Shares to be issued under the Optional
                    Bonds at the initial Conversion Price of HK$1.93 each
                    will be 120,486,528 Conversion Shares.  The issuance of
                    such Conversion Shares will be subject to Shareholders'
                    approval to be obtained at the special general meeting
                    of the Company to be held prior to the Closing Date.

  Shareholders'
   approval:        The closing of the Optional Bonds is subject to the
                    Shareholders' approval approving the issue of the
                    Conversion Shares issuable upon conversion of the
                    Optional Bonds in accordance with terms and conditions
                    of the Purchase Agreement.



The Convertible Bonds will not be sold to any connected persons (as defined in the Listing Rules) of the Company. If the Company is aware of any dealings in the Convertible Bonds by any connected persons of the Company, the Company will promptly notify the Stock Exchange and comply with the requirements under the Listing Rules.

EFFECT ON THE SHARE CAPITAL

As at the date of the Purchase Agreement, the 2008 Convertible Bonds in the principal amount of US$200 million remain outstanding.  Assuming full conversion of the outstanding 2008 Convertible Bonds at the Conversion Price currently applicable, the outstanding 2008 Convertible Bonds will be convertible into approximately 337.0 million Shares.  The Conversion Price currently applicable is HK$4.60.  The Directors do not expect any of such outstanding 2008 Convertible Bonds to be converted in the current market conditions.

Assuming full conversion of all the Convertible Bonds at the initial Conversion Price, the Convertible Bonds will be convertible into approximately 854.2 million Conversion Shares (subject to adjustment), representing approximately 23.3% of the issued share capital of the Company as at the date of this announcement and approximately 18.9% of the enlarged issued share capital of the Company. The Conversion Shares will rank pari passu in all respects with the Shares of the Company then in issue on the relevant conversion date.

The following table summarises the shareholding structure of the Company as at the date of this announcement:

                        Existing (as at 9 May 2006)

                                        % of issued share capital
  Name of Shareholder   No. of Shares   of the Company

  Huachen Automotive    1,446,121,500      39.4%
   Group Holdings
   Co., Ltd.

  Public Shareholders   2,222,269,400      60.6%

  Bondholders                       -         -%

  Holders of the 2008               -         -%
   Convertible Bonds

  Total                 3,668,390,900     100.0%


                        Assuming that the 2008 Convertible Bonds are fully
                        repurchased and extinguished and the Convertible
                        Bonds (including the Optional Bonds) are fully
                        converted into Shares (subject to adjustment) at a
                        Conversion Price of HK$1.93 each
                                    (Note 1)

                                        % of enlarged issued share capital
  Name of Shareholder   No. of Shares   of the Company

  Huachen Automotive    1,446,121,500      32.0%
   Group Holdings
   Co., Ltd.

  Public Shareholders   2,222,269,400      49.1%

  Bondholders             854,161,127      18.9%

  Holders of the 2008               -         -%
   Convertible Bonds

  Total                 4,522,552,027     100.0%


                        Assuming that the 2008 Convertible Bonds are fully
                        converted into Shares at a conversion price of
                        HK$4.60 each and the Convertible Bonds are fully
                        converted into Shares (subject to adjustment) at a
                        Conversion Price of HK$1.93 each
                                       (Note 2)

                                        % of enlarged issued share capital
  Name of Shareholder   No. of Shares   of the Company

  Huachen Automotive    1,446,121,500      29.8%
   Group Holdings
   Co., Ltd.

  Public Shareholders   2,222,269,400      45.7%

  Bondholders             854,161,127      17.6%

  Holders of the 2008     336,956,521       6.9%
   Convertible Bonds

  Total                 4,859,508,548     100.0%


                        Assuming that the 2008 Convertible Bonds are fully
                        converted into Shares at a conversion price of
                        HK$4.60 each and the Convertible Bonds are fully
                        converted into Shares (subject to adjustment) at a
                        Conversion Price of HK$0.9843 each
                                   (Note 3)

                                        % of enlarged issued share capital
  Name of Shareholder   No. of Shares   of the Company

  Huachen Automotive    1,446,121,500      25.5%
   Group Holdings
   Co., Ltd.

  Public Shareholders   2,222,269,400      39.1%

  Bondholders           1,674,825,746      29.5%
                             (Note 4)

  Holders of the 2008     336,956,521       5.9%
   Convertible Bonds

  Total                 5,680,173,167     100.0%


  Notes:

  1. Assuming that the Convertible Bonds are fully converted into Shares
     (subject to adjustment) at the initial Conversion Price of HK$1.93 each
     and that all the options granted by Huachen Automotive Group Holdings
     Co., Ltd. to a director have been exercised in full, the Director will
     be holding 92,911,266 Shares, representing approximately 2.1% of the
     enlarged issued share capital of the Company.

  2. Assuming that the Convertible Bonds are fully converted into Shares
     (subject to adjustment) at the initial Conversion Price of HK$1.93 each,
     the 2008 Convertible Bonds are fully converted into Shares (subject to
     adjustment) at the conversion price of HK$4.60 each and that all the
     options granted by Huachen Automotive Group Holdings Co., Ltd. to a
     director have been exercised in full, the Director will be holding
     92,911,266 Shares, representing approximately 1.9% of the enlarged
     issued share capital of the Company.

  3. Assuming that the Conversion Price is reset at HK$0.9843, that is, 75%
     of the reset conversion price on the Second Reset Date, being HK$1.3124
     and the Convertible Bonds are fully converted into Shares (subject to
     adjustment) at such conversion price of HK$0.9843, the 2008 Convertible
     Bonds are fully converted into Shares (subject to adjustment) at the
     conversion price of HK$4.60 each and that all the options granted by
     Huachen Automotive Group Holdings Co., Ltd. to a director have been
     exercised in full, the Director will be holding 92,911,266 Shares,
     representing approximately 1.9% of the enlarged issued share capital of
     the Company.

  4. Upon full conversion of the Bonds at the lowest possible Conversion
     Price of HK$0.9843, the Company will issue approximately 1,674.8
     million Conversion Shares which will represent approximately 31.3% of
     the enlarged issued share capital of the Company.

  USE OF PROCEEDS


The net proceeds from the issue of the Convertible Bonds, after deducting expenses, and underwriting commission to be charged by the Sole Bookrunner, are estimated to be approximately US$177.5 million (equivalent to approximately HK$1,375.9 million) before taking into account the exercise of the Option to Upsize.  The Company presently intends to use such proceeds as to approximately 50% to the refinancing of the indebtedness and as to approximately 50% to general corporate and working capital purposes of the Group. The conversion of the Convertible Bonds into Conversion Shares will enlarge the shareholder capital base of the Company and the Directors consider that it will facilitate the development and expansion of the Company. Taking into account that the Convertible Bonds are zero coupon bonds and that the conversion price represents a substantial premium to the prevailing Share price, the Directors are of the view that the terms of the Convertible Bonds are fair and reasonable and are in the interest of the Group as a whole.

GENERAL

The Group is principally engaged in the manufacturing and sales of minibuses, sedans and automotive components in the PRC.  The Company has not undertaken any fund raising exercises in the past 12 months.  The Conversion Shares (other than those issued under the Optional Bonds) will be issued pursuant to the General Mandate.  The Conversion Shares to be issued under the Optional Bonds will be issued and allotted pursuant to the Shareholders' approval to be obtained at the special general meeting of the Company to be held prior to the Closing Date.  A circular will be dispatched to the Shareholders as soon as practicable.

In connection with the Offering, the Sole Bookrunner may, to the extent permitted by applicable laws and regulations, over-allot or effect transactions with a view to supporting the market price of the Convertible Bonds at levels higher than that which might otherwise prevail for a limited period. However, there may be no obligation on the Sole Bookrunner to do this. Such stabilization, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. This announcement is not an offer to sell or the solicitation of an offer to buy any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy thereof may be taken into or distributed in the United States or to any US persons. Securities may not be offered or sold in the United States absent registration or an exemption from registration, and the securities described herein will be sold in accordance with all applicable laws and regulations.

At the request of the Company, trading in the Shares was suspended with effect from 9:37 am on 8 May 2006 pending publication of this announcement. An application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 am on 10 May 2006.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meaning:

  "2008 Convertible Bonds"   convertible bonds in an aggregate principal
                             amount of US$200 million issued by Brilliance
                             China Automotive Finance Limited on 28 November
                             2003 and maturing on 28 November 2008

  "associate(s)"             has the same meaning as defined in the Listing
                             Rules

  "Average Market Price"     the average of the closing prices of the Shares
                             on the Stock Exchange for 20 consecutive
                             Trading Days

  "Bondholder(s)"            holder(s) of the Convertible Bonds from time to
                             time

  "Cash Settlement Amount"   the product of (a) the number of Shares
                             otherwise deliverable upon exercise of the
                             Conversion Right in respect of the Convertible
                             Bonds, and in respect of which the Issuer has
                             elected the Cash Settlement Option; and (b) the
                             average closing price of the Shares for each
                             day during the ten consecutive Trading Days
                             immediately following and excluding the day of
                             exercise of the Cash Settlement Option

  "Cash Settlement Option"   the option exercisable by the Issuer as
                             described in the paragraph headed "Cash
                             Settlement Option" under the section headed
                             "Principal Terms of the Convertible Bonds" in
                             this announcement

  "Change of Control"        the acquisition of the rights to appoint the
                             majority of the Directors or acquisition of
                             substantially all of the Shares or where a
                             merger of the Company results in the same

  "Closing Date"             7 June 2006 or such other date as the Sole
                             Bookrunner and the Issuer may agree

  "Company"                  Brilliance China Automotive Holdings Limited,
                             an exempted company incorporated in Bermuda
                             with limited liability, the shares and American
                             depositary shares of which are listed on the
                             main board of the Stock Exchange and the New
                             York Stock Exchange, Inc respectively

  "Convertible Bond(s)"      convertible bond(s) in an aggregate principal
                             amount of approximately US$183 million to be
                             issued by the Issuer on the terms of the Trust
                             Deed and the Optional Bonds in an aggregate
                             principal amount of up to US$30 million in
                             respect of which the Option to Upsize may be
                             exercised by the Sole Bookrunner

  "Conversion Price"         HK$1.93 per Share (subject to adjustment)

  "Conversion Right"         the right of a Bondholder to convert any
                             Convertible Bonds into Shares

  "Conversion Shares"        Shares to be allotted and issued by the Company
                             upon conversion of the Convertible Bonds

  "Directors"                the directors of the Company

  "Early Redemption Amount"  100% of the principal amount of the Convertible
                             Bonds plus an amount which will provide the
                             Bondholders with a gross yield at 7.00% per
                             annum to the redemption date, calculated on a
                             semi-annual basis

  "First Reset Date"         10 March 2007

  "General Mandate"          the general mandate granted by the Shareholders
                             to the Directors with respect to the issuance
                             of 733,678,180 Shares in the annual general
                             meeting of the Company held on 24 June 2005

  "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

  "Issuer"                   Goldcosmos Investments Limited (to be renamed
                             as Brilliance China Finance Limited), a wholly-
                             owned subsidiary of the Company and
                             incorporated in the British Virgin Islands

  "Listing Rules"            the Rules Governing the Listing of Securities
                             on the Stock Exchange

  "Maturity Date"            the fifth anniversary of the Closing Date

  "Offering"                 the offering of the Convertible Bonds to
                             purchasers for the Convertible Bonds who are
                             independent of and not connected with any of
                             the substantial shareholders, chief executive
                             and the directors of the Company, its
                             subsidiaries, and associates of any of them

  "Option to Upsize"         an option granted by the Issuer to the Sole
                             Bookrunner and the purchasers procured by the
                             Sole Bookrunner to be exercised by the Sole
                             Bookrunner in whole or in part (but not more
                             than once) to purchase all or any of the
                             Optional Bonds at any time up to and including
                             the 30th day after the date of the Purchase
                             Agreement

  "Optional Bonds"           the additional convertible bonds to be issued
                             upon exercise, in whole or in part, of the
                             Option to Upsize by the Sole Bookrunner

  "PRC"                      the People's Republic of China and for the
                             purpose of this announcement shall exclude Hong
                             Kong, Macau Special Administrative Region and
                             Taiwan

  "Purchase Agreement"       the purchase agreement dated 8 May 2006 entered
                             into between the Company, the Issuer and the
                             Sole Bookrunner in relation to the Offering

  "Second Reset Date"        10 March 2008

  "Share(s)"                 ordinary share(s) of US$0.01 each in the
                             capital of the Company

  "Shareholder(s)"           holder(s) of the Share(s)

  "Singapore Stock Exchange" Singapore Exchange Securities Trading Limited

  "Sole Bookrunner"          Citigroup Global Markets Limited

  "Stock Exchange"           The Stock Exchange of Hong Kong Limited

  "Trading Day"              a day on which the Stock Exchange is open for
                             trading

  "Trust Deed"               the deed constituting the Convertible Bonds

  "United States" or "US"    United States of America

  "US$"                      United States dollars, the lawful currency of
                             United States and for the purpose of this
                             announcement, United States dollars are
                             translated into Hong Kong dollars at the fixed
                             rate of US$1 = HK$7.7513

  "US person(s)"             any person or entity deemed to be a US person
                             for purposes of Regulation S under the
                             Securities Act of 1933, as amended

  "%"                        per cent.


  By Order of the Board
  Brilliance China Automotive Holdings Limited
  Wu Xiao An(also known as Ng Siu On)
  Chairman

  Hong Kong, 9 May 2006



As at the date of this announcement, the executive Directors      2.14 are Messrs. Wu Xiao An (also known as Ng Siu On) (Chairman), Qi Yumin (Chief Executive Officer), He Guohua, Wang Shiping, Lei Xiaoyang, the non-executive Director is Wu Yong Cun and the independent non-executive Directors are Messrs. Xu Bingjin, Song Jian and Jiang Bo.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is not an offer to sell or the solicitation of an offer to buy any securities and neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy thereof may be taken into or distributed in the United States or to any US persons. Securities may not be offered or sold in the United States absent registration or an exemption from registration, and the securities described herein will be sold in accordance with all applicable laws and regulations.

  CONTACT:

  Elsie Chan
  Brilliance China Automotive Holdings Limited
  T: [phone]

  Carol Lau
  Weber Shandwick in Hong Kong
  T: [phone]


DATASOURCE: Brilliance China Automotive Holdings Limited



CONTACT:  Elsie Chan of Brilliance China Automotive Holdings Limited,

[phone]; or Carol Lau of Weber Shandwick in Hong Kong, [phone]

Copyright