exv4w5



 




Exhibit 4.5



Translated from Chinese




	 	 	 
	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003




Shenyang Brilliance JinBei Automobile Co., Ltd.




Joint Venture Contract



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Translated from Chinese




	 	 	 
	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003






Table of Contents




	 	 	 	 	 	 	 	 	 
	ARTICLE 1.	 	PARTIES OT THE JOINT VENTURE
	 	 	4	 
	ARTICLE 2.	 	ESTABLISHMENT OF JOINT VENTURE COMPANY
	 	 	5	 
	ARTICLE 3.	 	PURPOSE OF JVCO
	 	 	5	 
	ARTICLE 4.	 	SCOPE OF BUSINESS OF JVCO
	 	 	5	 
	ARTICLE 5.	 	PRODUCT LINES OF THE JOINT VENTURE COMPANY
	 	 	6	 
	ARTICLE 6.	 	TOTAL INVESTMENT
	 	 	6	 
	ARTICLE 7.	 	REGISTERED CAPITAL OF JVCO
	 	 	6	 
	ARTICLE 8.	 	INVESTMENT BY EACH PARTY
	 	 	6	 
	ARTICLE 9.	 	BOARD OF DIRECTORS
	 	 	7	 
	ARTICLE 10.	 	BUSINESS MANAGEMENT ORGANIZATION
	 	 	9	 
	ARTICLE 11.	 	PROCUREMENT
	 	 	10	 
	ARTICLE 12.	 	EXPORT AND FOREIGN EXCHANGE BALANCE
	 	 	10	 
	ARTICLE 13.	 	DOMESTIC SALES
	 	 	11	 
	ARTICLE 14.	 	TRADE MARK
	 	 	11	 
	ARTICLE 15.	 	TERM OF THE JOINT VENTURE AND ITS EXTENSION
	 	 	11	 
	ARTICLE 16.	 	LABOR MANAGEMENT AND SALARIES
	 	 	12	 
	ARTICLE 17.	 	USE OF SITE
	 	 	12	 
	ARTICLE 18.	 	FINANCE AND ACCOUNTING
	 	 	13	 
	ARTICLE 19.	 	DISTRIBUTION OF PROFITS AND SHARING OF RISKS
	 	 	13	 
	ARTICLE 20.	 	AUDIT
	 	 	14	 
	ARTICLE 21.	 	TRANSFER OF PAID-IN CAPITAL CONTRIBUTION
	 	 	14	 
	ARTICLE 22.	 	EARLY TERMINATION OF THE CONTRACT AND EARLY
DISSOLUTION OF JVCO
	 	 	14	 
	ARTICLE 23.	 	LIQUIDATION
	 	 	15	 
	ARTICLE 24.	 	SETTLEMENT OF DISPUTES
	 	 	16	 
	ARTICLE 25.	 	APPLICABLE LAW
	 	 	16	 
	ARTICLE 26.	 	FAVORABLE TREATMENT
	 	 	16	 
	ARTICLE 27.	 	TAXES
	 	 	17	 



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Translated from Chinese




	 	 	 
	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003




	 	 	 	 	 	 	 	 	 
	ARTICLE 28.	 	FORCE MAJEURE
	 	 	17	 
	ARTICLE 29.	 	INSURANCE
	 	 	18	 
	ARTICLE 30.	 	SUPPLIES PROVIDED BY JINBEI
	 	 	18	 
	ARTICLE 31.	 	WORKERS’ UNION
	 	 	18	 
	ARTICLE 32.	 	MISCELLANEOUS
	 	 	19	 



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003




Recital



This contract is made on this day of July 16, 1991 by and between Shenyang
JinBei Automotive Company Limited (hereafter referred to as JinBei) and
Brilliance China Automotive Holdings Limited (hereinafter referred to as
“Brilliance China”).



In accordance with the “Law of the People’s Republic of China on Sino-foreign
Joint Ventures”, the implementing rules thereof, and other relevant Chinese
laws and regulations, Jinbei and Brilliance China, adhering to the principle of
equality and mutual benefit and through friendly consultations, agree to
jointly invest in and set up a joint venture enterprise (“JVCO”) in Shenyang
City, Liaoning Province, People’s Republic of China. JVCO will engage in the
manufacture, sales and after sales services of automobiles and automobile
components using advanced technologies and equipment and under modern
management.



Therefore, JinBei and Brilliance China formulate this Contract according to the
following terms and conditions:




ARTICLE 1. PARTIES OT THE JOINT VENTURE





	1.1	 	 Parties to this Contract are the parties to JVCO which are as follows:





	 	1.1.1 	 	JinBei, a company created and existing under the laws of the
People’s Republic of China.




	 	 	 	 	 
	 	 	
Registration Authority:
	 	Administration of Industry and Commence of
Shenyang City, Liaoning Province, PRC (Business License
Registration No. 2101001104352(1-1)),
	 	 	 	 	 
	 	 	
Legal address:
	 	No. 38, Wangliutang Road, Shenhe
District, Shenyang City, Liaoning Province, PRC
	 	 	 	 	 
	 	 	
Legal representative:	 	 
	 	 	
Name:
	 	He Guo Hua
	 	 	
Position:
	 	Chairman of the Board
	 	 	
Nationality:
	 	China





	 	1.1.2 	 	Brilliance China, a company organized and existing under the
laws of Bermuda.




	 	 	 	 	 
	 	 	
Registration Number:
	 	BC-17455
	 	 	 	 	 
	 	 	
Principal place of business:
	 	Suites 2303-06, 23rd Floor, Great

Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong
	 	 	 	 	 
	 	 	
Legal representative:	 	 
	 	 	
Name:
	 	Wu Xiao An
	 	 	
Position:
	 	Chairman of the Board



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003




	 	 	 	 	 
	 	 	
Nationality:
	 	China





	1.2	 	 JinBei and Brilliance China hereby confirm that their respective legal
representative above is authorized to sign this Contract and that JinBei
and Brilliance China have the capability to perform this Contract.




ARTICLE 2. ESTABLISHMENT OF JVCO





	2.1	 	 JinBei and Brilliance agree to set up JVCO in accordance with the “Law of
the People’s Republic of China on Sino-foreign Joint Ventures”, the
implementing rules thereof and other relevant Chinese laws and
regulations.
	 
	 	 	JVCO is duly established and becomes a legal person on the date of
issuance of JVCO business license. All activities of JVCO shall be in
compliance with and protected by the laws and regulations of the People’s
Republic of China.
	 
	2.2	 	 The name of JVCO in English is Shenyang Brilliance JinBei Automobile Co.,
Ltd..





The
name of JVCO in Chinese is Shenyang Huachen Jinbei Qiche Youxian
Zeren
Gongsi.





	 	 	The legal address of JVCO is at No. 14, Shanzuizi Street, Dadong
District, Shenyang City, Liaoning Province, China.
	 
	2.3	 	 JVCO is organized as a limited liability company. All liabilities of
JVCO are assured against its total assets. Each Party to JVCO is liable
for the debt of JVCO up to the capital contribution it subscribed. The
profits, risks and losses of JVCO shall be shared by the Parties in
proportion to their contribution to the registered capital.
	 
	2.4	 	The Article of Association of JVCO will be signed by the Parties in
concurrence with the signing of this Contract. This Contract and the
Articles of Association will become effective upon the approval by the
Ministry of Foreign Trade and Economic Cooperation.




ARTICLE 3. PURPOSE OF JVCO



     JVCO shall produce the optimal economic benefits, enhance the economic
growth and provide tax benefit to the State as well as creating investment
return for the Parties of JVCO through scientific and efficient utilization of
the assets contributed to JVCO by the Parties.




ARTICLE 4. SCOPE OF BUSINESS OF JVCO



     JVCO shall design and sell various light buses, sedans and components
thereof (including imported items) and provide after sales services; import or
purchase in domestic market the necessary production equipment and components
of light buses and sedans; refit various light buses and sedans and carry out
relevant technical consulting projects; engage in automobile sales and retail
in gas refill; conduct other economic activities related to the above mentioned
business operation.



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003




ARTICLE 5. PRODUCT LINES OF JVCO



     During the term of this Contract, JVCO shall produce products approved by
relevant authorities of the state and other products that the Board of
Directors decides to produce based on the demand in the domestic and
international market.




ARTICLE 6. TOTAL INVESTMENT





	6.1 	 	The total investment of JVCO is US$ Five Hundred Seventy Million and Nine
Hundred and Eighty Thousand (US$ 570,980,000).
	 
	6.2	 	 Financing of the Total Investment
Sources of total investment are:





	 	•	 	Capital contributions subscribed by the Parties;
	 
	 	•	 	Loans raised by JVCO.





	6.3	 	JVCO may apply for bank loans based on actual needs. If guarantee is
required by the lending bank (hereinafter referred to as the “Lender”),
the Parties of JVCO shall provide counter-guarantee, in proportion to
their respective capital contribution, to such Lender or to other bank,
financial institutions or other organization, which have provided
guarantee to the Lender.




ARTICLE 7. REGISTERED CAPITAL OF JVCO





	7.1	 	 The registered capital JVCO is US$ Four Hundred Forty Four Million and
One Hundred and Sixty Thousand (US$ 444,160,000).
	 
	7.2	 	 JVCO may increase its registered capital with written consent of the
Parties and approval by the Board of Directors of JVCO.
	 
	7.3	 	 The registered capital of JVCO shall not be reduced during the term of
this Contract.




ARTICLE 8.INVESTMENT BY EACH PARTY





	8.1	 	 Amount, percentage and means of investment by each party are as follows:





	 	•	 	The total amount of investment by JinBei shall be US$ Two
Hundred and Seventeen Million, Six Hundred and Thirty Eight Thousand
and Four Hundred (US Dollars 217,638,400). If the contribution is
made in the form of RMB cash equivalent or assets in kind, such RMB
cash shall be converted into US dollars according to the foreign
exchange rate published by the State Administration of Foreign
Exchange on the date of payment of such contribution, which
contribution represents 49% of the registered capital.



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003








	 	•	 	The total amount of investment by Brilliance China shall be
US$ Two Hundred Twenty Six Million, Five Hundred Twenty One Thousand
and Six Hundred (US$ 226,521,600), representing 51% of the
registered capital.





	8.2	 	 Each Party shall be deemed to have made its contribution when such Party
has transferred its cash contribution in cash fund into the RMB and/or
foreign exchange band accounts opened by JVCO with Shenyang Branch of Bank
of China.
	 
	 	 	Upon the receipt of capital contributions paid by the Parties according
to the provisions of this Article, JVCO shall retain an accountant
registered in PRC to verify the contributions and issue a capital
verification report to JVCO. JVCO shall issue a contribution certificate
to each Party within 30 days of receipt of the capital verification
report.
	 
	8.3	 	 Unless otherwise required by the Board of Directors (or contrary to PRC
laws and regulations), the Parties may dispose of its capital contribution
according to the relevant provisions of the Articles of Association of
JVCO.




ARTICLE 9. BOARD OF DIRECTORS





	9.1	 	 JVCO shall establish a Board of Directors. The Board of Directors shall
be the highest authority of JVCO. The Board of Directors shall have the
authority to make decision on all material matters of JVCO and shall be
responsible for the overall control and management of JVCO.
	 
	9.2	 	 The Board of Directors shall comprise 10 Directors appointed by JinBei
and Brilliance China, of whom seven shall be appointed by Brilliance China
and three shall be appointed by JinBei. There shall be one Chairman on
the Board who shall be appointed by Brilliance China and one Vice Chairman
who shall be appointed by JinBei.
	 
	 	 	Each Director, Chairman and Vice Chairman shall be appointed for a term
of 4 years and may serve consecutive term if reappointed by the Party
that originally appointed him. If there is a vacancy of seat on the
Board of Directors due to a Director’s failure to perform his duty for
any reason, the original appointing Party shall appoint a replacement as
soon as possible.
	 
	 	 	The Board of Directors shall consist of the following members:
	 
	 	 	Chairman:Su Qiang
	 
	 	 	Vice Chairman:He Guo Hua
	 
	 	 	Directors:
	 
	 	 	JinBei: He Guo Hua, Liu Zhi Gang, Zha Jian Ping
	 
	 	 	Brilliance China: Su Qiang, Wu Xiao An, Hong Xing, He Tao, Sun Dong,
Sheng Jun
	 
	9.3	 	 The Chairman of the Board is the legal representative of JVCO. The
Chairman of the Board shall convene and preside on the meetings of Board
of Directors, and exercise 



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003






	 	 	other rights vested in him by the Article of
Association of JVCO. In the event that the
Chairman is unable to exercise his responsibilities for any reason, the
Chairman may authorize the Vice Chairman or another Director to exercise
the responsibilities on behalf of the Chairman.
	 
	9.4 	 	All Parties agree that a Board meeting shall be held only when at least
two thirds of all Directors are present in the meeting in person or by
proxy. The Board of Directors of JVCO shall have the right to pass
resolutions on the following issues, provided however, such resolutions
require unanimous approval of all Directors who are present at the
meeting:





	 	•	 	Amendment of the Articles of Association of JVCO;
	 
	 	•	 	Termination, dissolution and extension of JVCO;
	 
	 	•	 	Increase of the registered capital of JVCO;
	 
	 	•	 	Merger of JVCO with other economic entities.





	 	 	Decisions on all other issues shall be made in accordance with discussion
procedures set forth in the Article of Association of JVCO.
	 
	 	 	No Board meetings shall be held and no resolutions shall be passed
failing a quorum for the Board meetings. The Chairman and the Vice
Chairman shall each have one vote.
	 
	 	 	Notwithstanding the provisions of this Article, the Parties agree that in
the event of special circumstances, which require prompt decisions
without any delay, to keep JVCO harmless from serious losses, the
Chairman and the Vice Chairman may make written decisions through
unanimous consent. Such decisions shall be approved by the subsequent
Board meeting.
	 
	9.5	 	 The Board of Directors shall convene two meetings every year, or one
meeting every year, if agreed by all Parties. The meetings of the Board
shall be held at the legal address of JVCO, or at other locations
designated by the Board of Directors. When necessary, the Chairman may
convene and preside on the interim Board meetings at the request of at
least one third of all Directors in writing.
	 
	9.6	 	 In accordance with the “Law of the People’s Republic of China on
Sino-foreign Joint Ventures”, the implementing rules thereof, and the
relevant regulations on the implementation thereof, the detailed
functions, power and working procedures of the Board of Directors shall be
set forth in the Article of Association of JVCO made and signed by the
Parties in concurrence with this Contract.
	 
	9.7	 	 The remuneration of the Directors or their proxies shall be determined by
the Board of Directors of the company and shall be paid by JVCO.
	 
	 	 	All expenses incurred by a Director or his proxy, or by the secretary of
the Board, which are directly related to the Board meetings (e.g.,
allowance, travel, accommodation, meals, banquets), shall be borne by
JVCO based the actual amount incurred.



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003








	9.8	 	 Complete and accurate minutes shall be prepared for every Board meeting,
including the photocopy of the notice of the Board meeting. All minutes
and resolutions signed by the Chairman or an authorized Director shall be
recorded and kept on file by the secretary designated by the Board of
Directors.
	 
	 	 	Minutes of the Board meetings shall cover the discussions on all issues
and the relevant resolutions, which shall be kept on file and maintained
in the minutes of meetings. Such minutes of meetings shall be available
to any Director or his proxy at his request for examination at any
reasonable time in photocopy of such signed minutes of meetings.
	 
	 	 	Appointment and removal of any member of the Board of Directors shall be
recorded in the minutes.




ARTICLE 10. BUSINESS MANAGEMENT ORGANIZATION





	10.1	 	 The President shall be responsible for JVCO under the direction of the
Board of Directors.
	 
	10.2	 	 JVCO shall have one President, several Vice Presidents, who will be
responsible for the daily operation and management of JVCO.
	 
	 	 	The President of JVCO shall implement the resolutions of the Board of
Directors, and shall organize and lead the daily operation and management
of JVCO. The President shall, within the authorization granted by the
Board of Directors, represent JVCO outside of the company and shall have
the right to appoint and remove personnel on positions below the Vice
President (excluding Vice President), and perform other duties assigned
by the Board of Directors. The specific duties of the Present shall be
set forth in the Articles of Association of JVCO.
	 
	 	 	The Vice Presidents shall assist the President in fulfilling his
responsibilities.
	 
	 	 	JVCO shall establish production and operation management departments
under the Vice Presidents, and shall have General Manager and several
Deputy General Managers for such departments; JVCO shall establish
various divisions under the Deputy General Mangers and shall have
division chief and several deputy division chiefs for such divisions.
JVCO may, based on the requirements of production and operation
management, establish relevant management organs under production and
operation management department and above various divisions.
	 
	10.3	 	 The President, Vice Presidents and the General Managers and Deputy
General Mangers subordinate to the Vice Presidents of JVCO shall not
concurrently serve in other economic organizations without the consent of
the Board of Directors, and shall not participate in any commercial
competition activities of other economic organizations against JVCO. The
President, Vice Presidents and the General Mangers and Deputy General
Mangers subordinate to the Vice Presidents of JVCO may be removed at any
time by resolution of the Board of Directors or decision of the President
for malpractice or dereliction of duty.





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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003





	10.4	 	 Unless otherwise requested by the Board of Directors, the President of JVCO shall
submit a detailed report to the Board of Directors at least once a year. The President
shall prepare a comprehensive annual report, which shall include but not
limited to production, sales, financial issues, labor of the past twelve months and a
work plan for the coming year. Such report shall be submitted to the Board of Directors
for approval. In addition, the President shall be responsible for establishing various rules
and systems relating to daily operation activities
	 
	10.5	 	 JVCO shall adopt modern scientific management principles and concept
acceptable to the Parties in its management under the direction of the
President.




ARTICLE 11. PROCUREMENT





	11.1 	 	JVCO shall have the right to decide in its discretion to purchase
machinery and equipment, processing appliance, raw materials, fuel,
auxiliary items, transportation vehicles and office items (hereafter
referred to as Supplies) either in China or on the overseas market.
	 
	11.2	 	 Under the same conditions where the quality, prices, term of delivery,
terms of maintenance and after-sale services all meet the requirements of
JVCO, JVCO shall give priority to purchase manufacturing equipment,
processing appliance and auxiliary items of the Contract Products from
JinBei.
	 
	11.3 	 	The Contract Products, auxiliary sets and spare parts shall be inspected
according to the inspection procedures of JVCO and shall not be used in
the production of Contract Products unless they are found to be up to
standard in the inspection.
	 
	11.4 	 	The assembly lines, equipment and processing appliance shall be purchased
by JVCO from domestic or international markets by itself. The vendors
that provide the said assembly lines, equipment and appliance must ensure
the competitiveness of the equipment such provided in terms of technology,
prices and term of delivery.




ARTICLE 12. EXPORT AND FOREIGN EXCHANGE BALANCE





	12.1	 	 The Parties acknowledge that foreign exchange balance is a key issue and
the Parties shall do their best to assist JVCO in increasing the variety
and quantities of products exported so as to achieve foreign exchange
balance.
	 
	12.2	 	 In the event of foreign exchange unbalance, the Parties shall do their
best to assist JVCO to in making up the foreign exchange shortfall:





	 	•	 	Brilliance China shall assist JVCO in developing
international market and expanding export.
	 
	 	•	 	JinBei shall assist JVCO in foreign exchange swap with
Chinese National Foreign Exchange Swap Center and/or with other
Chinese enterprises.
	 
	 	•	 	JinBei shall assist JVCO with formalities of “accounting for
import with production” with relevant authorities to enable JVCO to
receive foreign exchange




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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003






	 	 	or assist JVCO in purchasing domestic products for export to make up
the difference in accordance with related Chinese regulations.





	12.3	 	 JVCO may export the products it produces at its discretion, or entrust
the sale on commission basis or the distribution of the products with the
trading companies established by the Parties in China or their overseas
sales institutions.




ARTICLE 13. DOMESTIC SALES





	13.1	 	 The sale prices to domestic buyers shall be decided in accordance with
the price policies stipulated by the State Administration of Price Control
of the People’s Republic of China as well as market conditions.
	 
	13.2	 	 The Parties agree: the Contract Products produced by JVCO may be sold by
JVCO and JVCO shall be responsible for providing after sales services in
PRC (except for Hong Kong, Macao and Taiwan province or regions) to
customers, which make payments with RMB.
	 
	 	 	After-sales services include:





	 	•	 	Domestic transportation;
	 
	 	•	 	Warehousing;
	 
	 	•	 	Sales network management;
	 
	 	•	 	Customer follow-up services;
	 
	 	•	 	Guarantee;
	 
	 	•	 	Training on sales and maintenance;
	 
	 	•	 	Supplemental service.




ARTICLE 14. TRADE MARK



     JVCO may use trademarks registered in China by JinBei for all Contract
Products without any additional payment. JVCO’s use of JinBei’s trademarks
shall be in compliance with the requirements of JinBei.



ARTICLE 15. TERM OF JVCO AND ITS EXTENSION



     The Parties agree that there is no term for JVCO. Unless the Joint
Venture Contract is terminated and JVCO is dissolved according to the relevant
provisions of the Articles of Association of JVCO and the Joint Venture
Contract, JVCO shall exist for a perpetual term, which shall commence as of the
date of issuance of Business License of JVCO.



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003




ARTICLE 16. LABOR MANAGEMENT AND SALARIES





	16.1 	 	JVCO shall formulate the labor management rules in accordance with the
“Regulations of the People’s Republic of China on Labor Management in
Sino-foreign Joint Ventures”, the implementing rules thereof, and the
implementing rules thereof and the relevant laws and regulations. All
issues such as recruitment, employment, dismissal, resignation, wages,
welfare, labor insurance, labor protection, labor safety and labor
discipline shall be handled according to such labor management rules.
	 
	16.2	 	 JVCO shall prepare and implement staffing plans which shall include the
number and the qualification requirements of various personnel needed by
JVCO. Once approved by the President, such plans shall be used in the
independent recruitment by JVCO and shall be submitted to the relevant
authorities.
	 
	16.3	 	 JVCO shall strengthen the occupational technical training of the
employees, and shall establish strict examination system to ensure that
the employees meet the requirements of modernization in production and
management skills.
	 
	16.4	 	 JVCO shall enter into labor contracts with individual PRC employees.
Such contracts shall be in compliance with the conditions and terms
provided by relevant labor administrative authorities.
	 
	16.5 	 	JVCO shall enter into employment contracts with individual foreign
employees. Such contracts shall be in compliance with the conditions
provided in the relevant administrative regulations.
	 
	16.6	 	 In the recruitment, JVCO shall employ the recruited personnel according
to their qualification and capability.
	 
	16.7 	 	The salary level of the JVCO employees shall be determined by the
President based on the principle that the salary level shall be no lower
than similar joint ventures in auto industry. The salary and bonus system
shall be based on the principle of allocation according to work done, and
work-more-paid-more.
	 
	16.8	 	 The remunerations of officers of JVCO shall be determined by the Board of
Directors, and the remunerations of other personnel shall be determined by
the President of JVCO. The officers of JVCO shall mean the Directors,
President and Vice Presidents of JVCO.
	 
	16.9 	 	The President may grant bonuses to personnel on positions lower than the
Vice President (excluding Vice President) every year according to the
rules of JVCO. Bonuses granted to the employees and managers in whatever
form shall all serve as an incentive, and shall be granted based on the
actual performance of the employees and managers.




ARTICLE 17. USE OF SITE



     JVCO shall under take formalities and pay the relevant fees with respect
to the use of the site according to the provisions in the Implementing Rules of
the Law of the People’s Republic of China on Sino-foreign Joint Venture,
Regulations of the State Council on


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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003





 Encouraging Foreign Investment and the Regulations of Shenyang Municipal
People’s Government on Encouraging Foreign Investment.



ARTICLE 18. FINANCE AND ACCOUNTING





	18.1	 	 The financial and accounting issues shall be handled in accordance with
the finance and accounting regulations and rules for sino-foreign joint
ventures in PRC. If there is no applicable PRC law and regulation that
covers a specific accounting issue, JVCO may handle such issue with
reference to international accounting principles, provided however, JVCO
shall ensure that such referenced international accounting principles are
not in conflict with the relevant accounting regulations of PRC.
	 
	18.2 	 	JVCO shall adopt the internationally accepted debit and credit book
keeping on accrual basis. JVCO shall prepare all vouchers, books and
reports and shall print the same in Chinese.
	 
	 	 	JVCO shall submit its monthly, quarterly and annual balance sheet, profit
and loss statement and other supplementary information to the Parties of
JVCO.
	 
	18.3 	 	The fiscal year of JVCO shall be the calendar year, commencing on January
1 and ending on December 31 of each calendar year.
	 
	18.4 	 	In principle, JVCO shall adopt RMB as the standard bookkeeping currency,
and shall actively seek to evolve an accounting system using US Dollars as
standard bookkeeping currency.
	 
	18.5	 	 JVCO shall open its bank accounts with Bank of China Shenyang Branch or
with other banks in PRC approved by PRC State Administration of Foreign
Exchange. Based on the recommendation of the Board of Directors, JVCO may
also open its bank accounts with banks outside of PRC approved by PRC
State Administration of Foreign Exchange or its branches.




ARTICLE 19. DISTRIBUTION OF PROFITS AND SHARING OF RISKS





	19.1	 	 JVCO shall first pay income tax on the profits received by JVCO according
to the PRC Income Tax Law on Sino-foreign Joint Ventures, contribute to
the “Three Funds” from the after tax profits and then distribute the
remaining profits to the Parties to JVCO annually according to the ratio
of their contribution to the registered capital.
	 
	19.2	 	 The percentage of contribution to the Three Funds shall be determined by
the Board of Directors based on the status of the operation of each year
after the establishment of JVCO.
	 
	19.3	 	 Current year profits shall not be distributed before losses from previous
year have been made up. Undistributed profits of previous year may be
carried over to and distributed in current year.
	 
	19.4	 	 With the consent of the Board of Directors and the approval of approving
authorities, profits received by JVCO may be retained from distribution
and used in reinvestment to expand production.



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003






	19.5 	 	Lawful profits received by Brilliance China may be remitted to a bank
account outside of China designated by Brilliance China according to the
relevant regulations of PRC.




ARTICLE 20. AUDIT





	20.1 	 	The Parties to JVCO agree that the Board of Directors shall retain an
accountant registered in China, or a foreign accountant when necessary, to
conduct an outside audit on the income and expenditures and the accounts
of JVCO. The audit on the financial statements shall be conducted within
a reasonable period before the Board meeting is convened so that the Board
of Directors may review and approve such audit. The accounting firm to be
retained shall be determined by the Board of Directors.
	 
	20.2	 	 To facilitate the audit provided in this Article, JVCO shall, at the
reasonable request of the auditor retained by the Board of Directors, make
available necessary documents and accounts to such auditor.
	 
	20.3 	 	Each Party to JVCO may retain an auditor at its own costs to conduct an
audit on the accounts of JVCO on behalf of such Party. JVCO shall make
available the complete accounting books and records to such auditor,
provided that such auditors must keep such information confidential for
JVCO, and that such audit shall not affect the normal operation of JVCO.



ARTICLE 21. TRANSFER OF PAID-IN CAPITAL CONTRIBUTION



     If a Party to JVCO wishes to transfer its capital contribution, such Party
shall proceed with the transfer according to the provisions in the Articles of
Association.



ARTICLE 22. EARLY TERMINATION OF THE CONTRACT AND EARLY DISSOLUTION OF JVCO



	22.1 	 	This contract shall be terminated and JVCO shall be dissolved under the
following circumstances:






	 	a.	 	Either Party to JVCO shall have failed to perform the
obligations provided in this Contract and the Articles of
Association and such breach shall have persisted for a period of 90
days without correction and shall have caused JVCO’s inability to
operate; or in the reasonable opinion of the non-breaching Party,
the economic objective of the non-breaching Party shall have
suffered or the non-breaching Party shall have sustained material
risks of losses due to such breach;
	 
	 	b.	 	The purpose of JVCO shall have failed to be met and there
shall have been no future development for JVCO;
	 
	 	c.	 	A force majeure causing the failure of operation of JVCO
shall have occurred and shall have persisted for 180 days;
	 
	 	d.	 	Expropriation of all or material part of the assets of JVCO
or of either Party to JVCO;



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003






	 	e.	 	One Party to JVCO shall have been actually excluded from the
Board of Directors by reason of the other Party;
	 
	 	f.	 	The foreign Party to JVCO wishes to transfer all of its
capital contribution, which is not agreed to by the Chinese Party
and therefore the Chinese Party needs to buy back the entire capital
contribution to be transferred by the foreign Party to JVCO;





	22.2	 	 In the event that this Contract is terminated and the assets of JVCO are
liquidated due to a breach, the breaching Party shall indemnified the
non-breaching Party and JVCO for all losses thus incurred.
	 
	 	 	However, without prejudice of the foregoing rights, if the breaching
Party so suggests, the other Party to JVCO shall use its best endeavors
to seek appropriate solutions. The Parties shall reach new terms and
conditions within 90 days if necessary and possible.
	 
	 	 	If no appropriate solution is reached within 90 days, the Board of
Directors shall convene a meeting to terminate this Contract according to
this Article 22, liquidate JVCO and dissolve JVCO.




ARTICLE 23. LIQUIDATION





	23.1	 	 If this Contract is terminated for any reason, the Board of Directors
shall establish a Liquidation Committee. The Liquidation Committee shall
have the right to handle all legal issues on behalf of JVCO during the
liquidation process. The Liquidation Committee shall appraise and
liquidate the assets of JVCO according to the applicable PRC laws and
regulations and the principles provided in this Contract.
	 
	23.2 	 	The Liquidation Committee shall prepare a liquidation plan, which shall
be approved unanimously by the Board of Directors and implemented
thereafter under the supervision of the Board of Directors.
	 
	23.3 	 	In the event that this Contract is terminated according to the provisions
of Article 22, Brilliance China shall have the right of first refusal to
purchase the assets of JVCO.
	 
	23.4	 	 In the event that this Contract is terminated due to a breach by a Party
to JVCO, the non-breaching Party shall have the right of first refusal to
purchase the assets of JVCO.
	 
	 	 	If the non-breaching Party fails to exercise such right of first refusal,
the breaching Party shall have the priority right to purchase assets of JVCO.
	 
	23.5	 	 In the event that both Parties fail to exercise such first right of
refusal according to the provisions of Articles 23.3 and 23.4, JVCO shall
consider transferring its assets in public bidding auction in PRC or
outside of PRC.
	 
	23.6 	 	The expenses of liquidation and the remuneration to the members of the
Liquidation Committee shall be paid prior to payment to other creditors.



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003






	23.7	 	 After the discharge of all debts of JVCO, the remaining assets of JVCO
shall be distributed to the Parties to JVCO in proportion to the capital
contribution they subscribe in the registered capital.
	 
	23.8	 	 After the completion of all liquidation proceedings, the Liquidation
Committee shall issue a final report, which shall be approved by the Board
of Directors unanimously, and shall be submitted to the relevant
authorities of PRC. The cancellation of registration shall be undertaken
with the Shenyang Municipal Administration of Industry and Commerce. The
Parties to JVCO shall have the right to receive photocopies of all
accounting books and other documents, provided that the original documents
shall be properly kept with JinBei.




ARTICLE 24. SETTLEMENT OF DISPUTES





	24.1	 	 In case of a dispute between the Parties to JVCO with respect to the
interpretation and the performance of this Contract and/or the Articles of
association, the Parties to JVCO shall use their best efforts to settle
the dispute through friendly consultation or conciliation. If the dispute
fails to be settled through consultation or conciliation within 90 days,
either Party may submit the dispute to the Arbitration Institute
of the Stockholm Chamber of Commerce for arbitration according to its
arbitral proceedings and rules in Stockholm in Sweden.
	 
	24.2	 	 The award of arbitration shall be final and binding upon the Parties of
the dispute. The Parties to the dispute shall treat the enforcement of
the arbitration award as an obligation under this contract, and shall
enforce such award without any delay.
	 
	24.3	 	 One Party or the other Party of the dispute shall bear the expenses of
the arbitration according to the provisions set forth in the arbitration
award.
	 
	24.4	 	 During the course of the settlement of dispute, the Parties to JVCO shall
continue to perform other provisions of this Contract and the Articles of
Association of JVCO except for the portion under dispute.




ARTICLE 25. APPLICABLE LAW



     The execution, force, interpretation, performance and the settlement of
disputes of this Contract shall be governed by the PRC laws and regulations.




ARTICLE 26. FAVORABLE TREATMENT



     26.1 The Parties to JVCO shall use their best efforts to cause JVCO to be
entitled to various favorable treatments available under the laws,
regulations and rules promulgated by PRC central and local authorities.



     26.2 After this Contract becomes effective, if any existing laws, regulations,
interpretation or order is modified, amended, supplemented or revoked, and
the subsequent regulations are more favorable than the laws and
regulations applicable at the time of execution of this Contract, then
JVCO or the Parties to JVCO shall apply for the new favorable treatment as
soon as practicable, and shall use their best efforts to expedite the
approval of the said application.



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003




ARTICLE 27.TAXES





	27.1	 	 JVCO shall pay taxes according to the relevant PRC laws and regulations.
	 
	27.2	 	 The employees of JVCO shall pay personal income tax according to PRC Law
on Personal Income Tax.




ARTICLE 28. FORCE MAJEURE





	28.1	 	 A force majeure event shall mean an event which is unforeseeable by the
Parties at the time of execution of this Contract, and which is inevitable
and hampers the actual performance by the Parties. For the purpose of
this Contract, force majeure events shall include but not limited to
earthquake, war, fire, flood, storm and other events that are beyond the
control of the Parties to JVCO and that affect the normal performance of
this Contract.
	 
	28.2 	 	In the event that a force majeure event occurs and either Party to JVCO
fails to perform this Contract in full or in part, such Party may be
exempted from the performance of its obligations and may not be held
liable during the event of force majeure and the period in which the
result of such force majeure event persists. If the suspension of
performance of this Contract due to force majeure shall only apply to the
period in which the effect of such force majeure persists.
	 
	 	 	The Parties to JVCO shall use their best efforts to minimize the fore
majeure, especially the losses caused by the delay resulting from the
force majeure.
	 
	28.3	 	 In the event of the occurrence of a force majeure event, the Party which
encounters the force majeure event shall promptly notify the other Party
by post, telex, fax or telegram or by other means, and shall deliver to
the other Party a written material on such event (including the written
certification from the relevant government authorities and a description
of the cause of the delay of the performance of this Contract in full or
in part) within 15 days of the occurrence of such event. Such 15-day
period shall commence on the date of occurrence of the force majeure
event. If the notification fails to be served in the manner described
above, the Party that encounters the force majeure event shall promptly
loss its right to claim the occurrence of the force majeure event. The
Party that counters the force majeure event shall also have the obligation
to notify the other Party of the result of the force majeure within the
same period.
	 
	28.4 	 	If a force majeure event occurs, the Board of Directors shall convene a
meeting to decide whether this Contract or any related contract shall be
amended based on the effect such event has on the performance of this
Contract or other related contract.
	 
	28.5	 	 If the circumstances or consequences of the force majeure event cause
serious losses which results in JVCO’s inability to continue its
operation, and the Parties fail to identify satisfactory and fair
resolution, either Party may terminate this Contract without making any
indemnification or reimbursement according to the Implementing Rules of
the PRC Law on Sino-foreign Joint Ventures.



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003





ARTICLE 29. INSURANCE



     The insurances of JVCO shall be purchased in the name of JVCO from
People’s Insurance Company of China or other Chinese insurance institutions
that may be selected by the Board of Directors. The insured subject, coverage,
insured value and term of the insurance policy shall be decided by the Board of
Directors based on the requirements of the insurance company from which the
insurance policy is purchased.




ARTICLE 30. SUPPLIES PROVIDED BY JINBEI



     To ensure the normal production and business operation of JVCO, JinBei
agrees that JVCO may lease part of office facilities, factory premises and
production equipment and processing appliance from JinBei. Terms and
conditions on the expenses related to such lease shall be covered by an
agreement or contract formulated by JinBei and JVCO through consultation.




ARTICLE 31. WORKERS’ UNION





	31.1	 	 The employees of JVCO will establish a trade union according to the PRC
Law on Trade Union and the Articles of Association of All-China Federation
of Trade Union. The union representatives of JVCO shall defend the
democratic rights and material rights of the employees.
	 
	31.2 	 	JVCO shall allocate monthly an amount equal to 2% of the aggregate
salaries of all employees as the union fund, and shall provide the union
with necessary buildings and facilities to support the operation, meetings
and the conduct of welfare, cultural and sports courses by the union.
	 
	31.3	 	 JVCO acknowledges that the union shall have the right to supervise the
performance of the labor contracts entered into by the employees and JVCO.
	 
	31.4	 	 The trade union of JVCO shall conduct its activities according to PRC
laws and regulations. The representatives of the union shall have the
right to be present at the meetings of the Board of Directors on
development plans, and other material issues on production and business
operation to reflect the requirements of the employees and to put forward
proposals on projects in development plans and activities in production
and business operation.
	 
	31.5	 	 The trade union shall assist JVCO to arrange and scientifically utilize
welfare and bonus funds. When making decisions on issues related to
incentive and discipline of employees, salary systems, welfare, labor
safety and labor insurance, etc., the Board of Directors shall listen to
and adopt reasonable suggestions of the trade union and obtain the
cooperation of the trade union.
	 
	31.6	 	 The trade union of JVCO shall organize the employees to study political,
occupational, scientific and technical knowledge, carry out cultural,
entertainment and sporting activities and shall educate the employees to
abide by the labor discipline and to accomplish various economic targets
of JVCO with best efforts.



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003





ARTICLE 32. MISCELLANEOUS





	32.1	 	 This Contract and its attachments and annexes shall not be amended unless
agreed by the Parties to JVCO through the execution of a written agreement
and such amendments shall be approved by the original approving
authorities of this Contract to become effective.
	 
	32.2	 	 In the event that a force majeure event causes material losses to JVCO or
the failure to perform this Contract, the term of JVCO may be terminated
with the unanimous consent of the Board of Directors and the approval of
the original approving authorities.
	 
	32.3	 	 If a Party’s failure to perform its obligations set forth in this
Contract and the Articles of Association of JVCO, or its material breach
of the terms of this Contract and the Articles of Association results in
JVCO’s inability to operate or to achieve the purpose of the business
operation, such Party shall be deemed to have terminated this Contract
unilaterally. Subject to the approval by the original approving
authorities, the other Party to JVCO shall have the right to terminate
this Contract according to the terms herein and claim damages. Upon the
occurrence of the above circumstances, if the Parties to JVCO agree to
continue the operation of JVCO, the breaching Party shall indemnify JVCO
for the economic losses resulting from its breach of contract.
	 
	32.4 	 	Any notice or communication to any Party to JVCO (i) shall be deemed to
have been made upon the receipt of return confirmation when delivered by
registered mail to the address listed in Article 2 of this Contract or
other address as notified by such Party, and (ii) shall be deemed to have
been effectively delivered to the address set forth in Article 2 of this
Contract upon the provision of evidence up to the standard when
transmitted by other means. Any notice or communication relating to
material issues on the performance of this Contract shall be deemed to
have been made on the date of transmission if transmitted by telex, fax,
telegram or other similar telecommunication.



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	Brilliance Jinbei Joint Venture Contract	 	
Amended in 2003




     This Contract is signed in five originals both in Chinese and English.
Both language versions shall have the same force. In the case of conflict
between the two language versions, the Chinese version shall prevail.



     IN WITNESS WHEREOF, this Contract is amended by the Parties to JVCO on
February 26, 2003 in Shenyang City, PRC.



     Shenyang JinBei Automotive Company Limited



     (Seal)



     By:     /s/ He Guo Hua     




Representative




Brilliance China Automotive Holdings Limited



     (Seal)



     By:     /s/ Wu Xiao An     




Representative





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