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                                                                    Exhibit 4.12



                                    BRILLIANCE AUTO

                                    BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED
                                    Suites 1602-05, Chater House,
                                    8 Connaught Road Central, Hong Kong
                                    Tel: (852) 2523 7227 Fax: (852) 2526 8472


BMW Holding BV
Laan van Vredenoord 5
2289 DA Rijswijk ZH
Netherlands

2 December 2003



                               LETTER OF GUARANTEE


Dear Sirs,

Whereas BMW Holding BV (hereinafter referred to as "BMW") of Laan van Vredenoord
5, 2289 DA Rijswijk ZH, Netherlands and Shenyang JinBei Automotive Industry
Holdings Company Limited (hereinafter referred to as "SJAI") of 6th Floor,
Building B, No. 1 Shiji Road, Hunnan Industrial Zone, High-Tech District,
Shenyang, Liaoning Province, People's Republic of China (hereinafter referred to
as the "PRC") have on 27 March 2003 entered into a joint venture contract
(hereinafter referred to as the "JV Contract") for the purpose of establishing a
Sino-foreign Equity Joint Venture (hereinafter referred to as the "JV Company")
in Shenyang, Liaoning Province, the PRC to produce and sell BMW passenger cars.

Whereas as at the date hereof, SJAI is a 89.1%-owned indirect subsidiary of
Brilliance China Automotive Holdings Limited (hereinafter referred to as
"Brilliance").

1.   In consideration of BMW entering into the JV Contract, subject to the
     conditions specified in this Letter of Guarantee, we hereby unconditionally
     and irrevocably guarantee as surety the performance of all of SJAI's
     obligations under the JV Contract, including but without limitation the
     following obligations:

     a)   any liability of SJAI directly arising from the .JV Contract or in
          relation to any failure to perform any of its obligations under the JV
          Contract;

     b)   any obligation of SJAI to contribute its share of the registered
          capital of the JV Company in accordance with the terms of the JV
          Contract; and

     c)   any obligation of SJAI to provide shareholder's loans or guarantees to
          the JV Company as required under Article 5.6.2 of the JV Contract,

     provided that, if an obligation is disputed by SJAI, no claim shall be made
     by BMW against Brilliance for performance under this Letter of Guarantee
     unless and until the obligation of SJAI has been established and confirmed
     in a final and binding ruling by a competent court or arbitration board.

2.   We understand that BMW relies on the guarantee under this Letter of
     Guarantee in entering into the JV Contract with SJAI and further undertake
     that none of our interests in SJAI shall be sold. transferred or otherwise
     disposed of to a company

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     which is not directly or indirectly wholly owned by us without your prior
     written consent.

3.   The obligations undertaken in this Letter of Guarantee shall immediately
     terminate upon the expiration or termination of the JV Contract, provided
     that:

     a)   notwithstanding any early expiration or termination of the JV
          Contract, our obligations under this Letter of Guarantee shall remain
          in full force and effect to the extent of (and be limited to)the
          obligations of SJAI under the JV Contract solely arising or resulting
          from the expiration of the JV Contract or early termination of the JV
          Contract by SJAI; and

     b)   any termination of this Letter of Guarantee shall not affect our
          liability in respect of any obligations arising under this Letter of
          Guarantee prior to the date of such expiration or termination,

          in each case subject to the proviso of Section 1 of this Letter of
          Guarantee..

4.   This Letter of Guarantee shall become effective upon the JV Contract
     becoming effective in accordance with its terms and upon the execution and
     delivery by Bayerische Motoren Werke Aktiengesellschaft of a letter of
     guarantee in substantially the same terms of this Letter of Guarantee in
     favour of SJAI in respect of the obligations of BMW under the JV Contract.

5.   Any demand under Section 1 of this Letter of Guarantee shall be in writing
     and supported by appropriate documents evidencing the relevant default, the
     amount claimed, including a copy of the relevant ruling by a competent
     court or arbitration board.

6.   We waive all rights of subrogation and indemnity against SJAI and agree not
     to claim any set-off or counterclaim against SJAI or to claim or prove in
     competition with BMW in the liquidation or bankruptcy of SJAI or to have
     the benefit of any share in any other guarantee or security now or
     hereafter held by BMW until all monies, obligations and liabilities actual
     or contingent now or hereafter due, owing or incurred from or by SJAI under
     the JV Contract have been paid or performed in full. We agree not to take
     any security from SJAI in respect of our liability under this Letter of
     Guarantee.

7.   Subject to the terms of this Letter of Guarantee, our liabilities under
     this Letter of Guarantee shall not be affected or discharged by:

     a)   the granting of any time or indulgence to SJAI or any other person or
          any act or omission of BMW or any other person which, but for this
          provision, would or might discharge us;

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     b)   the insolvency, bankruptcy, administration, or liquidation or any
          incapacity, disability or limitation, or any change in the
          constitution, ownership or status of, JinBei, ourselves or any other
          person;

     c)   any other guarantee or other security being held by or available to
          BMW or by any right or remedy of BMW against SJAI or any other person
          being or becoming void, voidable or unenforceable or by BMW at any
          time exercising, enforcing, releasing or waiving (or refraining from
          exercising, enforcing, releasing or waiving) any of the same or any
          power, right or remedy BMW may now or hereafter have from or against
          SJAI or any other person.

8.   If any security, disposition or other payment (hereinafter referred to as
     "Returned Payment") granted or made to BMW by SJAI in satisfaction or
     settlement of its liabilities under the JV Contract has to be repaid by BMW
     on the ground of unfair preference or transaction at an undervalue or any
     other ground, subject to the proviso of Section 1 of this Letter of
     Guarantee, BMW shall be entitled thereafter to enforce this Letter of
     Guarantee notwithstanding any discharge, release or settlement of our
     obligations hereunder which may have occurred.

9.   No failure or delay by BMW in exercising any power, right or remedy under
     this Letter of Guarantee shall impair any of the same or operate as a
     waiver thereof.

10.  This Letter of Guarantee shall be governed by and construed in accordance
     with the laws of the Hong Kong Special Administrative Region of the PRC.

11.  Unless otherwise defined in this Letter of Guarantee, terms defined in the
     JV Contract shall have the same meaning when used in this Letter of
     Guarantee.

12.  Any dispute arising in relation to this Letter of Guarantee shall be
     settled in the manner provided in Article 29 of the JV Contract.



Yours faithfully,
For and on behalf of
BRILLIANCE CHINA AUTOMOTIVE
HOLDINGS LIMITED



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Authorised Signatory

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