Joint Announcement by Brilliance China Automotive Holdings Limited, Huachen Automotive Group Holdings Company Limited and The Management Directors

    HONG KONG, Feb. 6 -- Relating to a conditional
mandatory cash offer by CLSA Limited, on behalf of the Offerors, to acquire
all issued shares (including shares represented by ADSs) in the share capital
of Brilliance China Automotive Holdings Limited (the "Company") and the
Employee Options (other than those already owned or held by the Offerors or
parties acting in concert with them)
    Reference is made to the Offer Document and the Announcement. Unless
otherwise stated herein, terms used in this announcement shall have the same
meanings as defined in the Offer Document and the Announcement.
    The latest time and date for acceptance of the Offer by Ordinary
Shareholders and holders of the Employee Options was 4:00 p.m. (Hong Kong
time) on 6 February, 2003 and the latest time and date for acceptance of the
Offer by holders of Ordinary Shares represented by ADSs was 6:00 p.m. (E.S.T.)
on 5 February, 2003. The Offer period has now expired. As at 4:00 p.m. (Hong
Kong time) on 6 February, 2003, the Offerors have received valid acceptances
of the Offer in respect of 23,500 Ordinary Shares and 3,068 ADSs, representing
306,800 Ordinary Shares, together representing a total of approximately 0.009%
of the issued share capital of the Company, but they have not received any
acceptance of the Offer in respect of Employee Options.
    Prior to the Offer, the Offerors and parties acting in concert with them
were interested in a total of 1,572,306,500 Ordinary Shares, representing
approximately 42.888% of the entire issued share capital of the Company. No
Shares were acquired or agreed to be acquired by the Offerors or parties
acting in concert with them during the Offer period otherwise than pursuant to
the Offer.
    Accordingly, when aggregated with the 330,300 Shares, in respect of which
valid acceptances have been received as at the expiration of the Offer period,
the Offerors and parties acting in concert with them would only be interested
in a total of 1,572,636,800
    Shares, representing approximately 42.897% of the entire issued share
capital of the Company.
    Because of the level of acceptances, the Offer cannot be declared
unconditional on 6 February, 2003. The Offerors, therefore, announce that the
Offer has lapsed on 6 February, 2003 (i.e., the date of this announcement).
    Reference is made to the Offer Document and the Announcement.  Unless
otherwise stated herein, terms used in this announcement shall have the same
meanings as defined in the Offer Document and the Announcement.

     1. EXPIRATION OF THE OFFER PERIOD AND ACCEPTANCE LEVEL

    The latest time and date for acceptance of the Offer by Ordinary
Shareholders and holders of the Employee Options was 4:00 p.m. (Hong Kong
time) on 6 February, 2003 and the latest time and date for acceptance of the
Offer by holders of Ordinary Shares represented by ADSs was 6:00 p.m. (E.S.T.)
on 5 February, 2003. The Offer period has now expired. As at 4:00 p.m. (Hong
Kong time) on 6 February, 2003, the Offerors have received valid acceptances
of the Offer in respect of 23,500 Ordinary Shares and 3,068 ADSs, representing
306,800 Ordinary Shares, together representing a total of approximately 0.009%
of the issued share capital of the Company, but they have not received any
acceptance of the Offer in respect of Employee Options.
    Prior to the Offer, the Offerors and parties acting in concert with them
were interested in a total of 1,572,306,500 Ordinary Shares, representing
approximately 42.888% of the entire issued share capital of the Company. No
Shares were acquired or agreed to be acquired by the Offerors or parties
acting in concert with them during the Offer period otherwise than pursuant to
the Offer.
    Accordingly, when aggregated with the 330,300 Shares, in respect of which
valid acceptances have been received as at the expiration of the Offer period,
the Offerors and parties acting in concert with them would only be interested
in a total of 1,572,636,800 Shares, representing approximately 42.897% of the
entire issued share capital of the Company.

     2. LAPSE OF THE OFFER

    As a result of the level of acceptances set out in the section headed
"Expiration of the Offer Period and Acceptance Level" detailed above, the
Offer cannot be declared unconditional on 6 February, 2003. The Offerors,
therefore, announce that the Offer has lapsed on 6 February, 2003 (i.e., the
date of this announcement). Because the Offer has lapsed, the Offerors will
not be taking up any ADSs or Ordinary Shares pursuant to the Offer nor will
any Employee Options be cancelled as a result thereof. Accordingly, there will
continue to be 3,666,052,900 Shares in issue, of which 2,090,946,400 Shares
representing approximately 57.036% of the issued share capital of the Company
were held by members of the public, and the Employee Options which were
granted by the Company in respect of 17,828,000 Ordinary Shares, in aggregate,
to the Management Directors, the Remaining Director, and certain employees of
the Group will continue to remain outstanding. As at 5 February, 2003, there
were 3,465,400,900 Ordinary Shares in issue and 200,652,000 Ordinary Shares
represented by 2,006,520 ADSs in issue.
    All forms of acceptance and transfer, Share certificate(s) (if any) and/or
transfer receipts (if any) and/or any other documents of title (if any) and/or
any satisfactory indemnity or indemnities required in respect of Ordinary
Shares tendered pursuant to the Offer (if any), which have been received by
the Registrar before 4:00 p.m. (Hong Kong time) on 6 February, 2003, being the
latest time and date for acceptance of the Offer by Ordinary Shareholders,
will be returned by the Registrar to the relevant Ordinary Shareholder or its
designated agent, at the risk of, but without expense to, the relevant
Ordinary Shareholder and as promptly as practicable. All Letters of
Transmittal, any required signature guarantees (if any), all document(s) of
title (if any) and other required documents (if any), which have been received
by the Depositary Agent before 6:00 p.m. (E.S.T.) on 5 February, 2003, being
the latest time and date for acceptance of the Offer by holders of Ordinary
Shares represented by ADSs, will be returned by the Depositary Agent to the
relevant ADS holder or, in the case of ADSs delivered by book-entry transfer,
the appropriate book-entry transfer will be effected, in each case at the risk
of, but without expense to, the relevant ADS holder and as promptly as
practicable. None of the Company, the Offerors, the Depositary Agent or their
respective agents accepts any liability for any loss in postage or any other
liabilities that may arise as a result thereof.

     3. DEFINITIONS

    In this announcement, unless the context otherwise requires, the following
capitalized terms shall have the respective meanings set out opposite to them:

    "Announcement"     The announcement jointly made by the respective
                       boards of directors of the Company and Huachen
                       and the Management Directors dated 27 January,
                       2003 in relation to the Offer; and

    "Offer Document"   The offer document dated 9 January, 2003,
                       together with the form of acceptance and transfer
                       (in the case of Ordinary Shareholders) or the
                       form of acceptance and cancellation of Employee
                       Options (in the case of holders of Employee
                       Options) or the Letter of Transmittal (in the
                       case of holders of ADSs), sent to Shareholders
                       and holders of Employee Options.

    Unless otherwise specified, all references to time in this announcement
are to Hong Kong local time.

     By Order of the Board:
     Brilliance China Automotive Holdings Limited
     Mr. Wu Xiao An Chairman
     Huachen Automotive Group Holdings Company Limited
     Mr. Yang Bao Shan Chairman
     Mr. Wu Xiao An
     Mr. Hong Xing
     Mr. Su Qiang and
     Mr. He Tao

    All the Directors jointly and severally accept full responsibility for the
accuracy of the information contained in this announcement relating to the
Company and confirm, having made all reasonable inquiries, that to the best of
their knowledge, opinions expressed in this announcement in relation to the
Company have been arrived at after due and careful consideration and there are
no other facts not contained in this announcement, the omission of which would
make any statement in this announcement misleading.
    All the directors of Huachen jointly and severally accept, and the
Management Directors accept, full responsibility for the accuracy of the
information contained in this announcement (other than those relating to the
Company) and confirm, having made all reasonable inquiries, that to the best
of their knowledge, opinions expressed in this announcement (other than those
relating to the Company) have been arrived at after due and careful
consideration and there are no other facts not contained in this announcement,
the omission of which would make any statement in this announcement
misleading.