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BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

TABLE OF CONTENTS

CBA Response Letter

Annex A — Statement of Brilliance China Automotive Holdings Limited

Table of Contents

August 12, 2005

VIA EDGAR AND FACSIMILE

Mr. David R. Humphrey

Ms. Amy Geddes

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

    Re:

    Brilliance China Automotive Holdings Limited

Form 20-F for the year ended December 31, 2004

Commission File Number: 001-11412

Dear Mr. Humphrey and Ms. Geddes:

     Brilliance China Automotive Holdings Limited (together with its subsidiaries, the “Company”)
has requested us to respond to the Staff’s comment letter, dated August 1, 2005, relating to the
Company’s annual report on Form 20-F for the year ended December 31, 2004 (the “Form 20-F”).

     The Company has responded to all of the Staff’s comments either by (i) providing revised
disclosure to comply with the comment in future filings, (ii) providing an explanation if the
Company has not so revised the disclosure or (iii) providing supplemental information as requested.

     The Company’s responses to the Staff’s comments are as follows (the numbered paragraphs below
correspond to the numbered paragraphs of the Staff’s comment letter, which

Shearman & Sterling LLP is a limited liability partnership organized in the United States under

the laws of the State of Delaware, which laws limit the personal liability of partners.

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Mr. David R. Humphrey

Ms. Amy Geddes

Page 2

have been retyped herein
in bold for your ease of reference). In addition, attached as Annex A to this letter, is the
statement from the Company requested by the Staff.

Item 5. Operating and Financial Review and Prospects

Liquidity and Capital Resources

Table of Contractual Obligations, Page 41

    1.

    We note that you have included only unconditional purchase obligations and operating lease
payments in your table of contractual obligations, but you issued convertible bonds in
November 2003 that have not yet been redeemed. Please revise your table of contractual
obligations to include the principal amount of the convertible bonds issued in November 2003
as well as the total interest to be accrued over the remaining term. Your tabular disclosure
should be accompanied by a footnote explanation of the methodology used in the calculation of
total interest. See Section IV.A of FR-72 for guidance.

In future filings, the Company will revise the table of contractual obligations to include the
principal amount of the convertible bonds issued in November 2003 in the form provided below. Notes
1 through 4 are provided for reference only for purposes of this response.

    Payment due by period

    (Amount in thousands of Rmb)

    Less than

    More than

    Contractual Obligations

    Total

    1 year

    1-3 years

    4-5 years

    5 years

    Notes payable *

    5,780,171

    5,780,171

    —

    —

    —

    Notes payable to affiliated
companies ** (Note 1)

    121,162

    121,162

    —

    —

    —

    Convertible bonds ***

    1,692,875

    —

    1,692,875

    —

    —

    Financing from BMW Brilliance
**** (Note 2)

    91,934

    91,934

    —

    —

    —

    Operating Lease Obligations
(Relating to Offices and
Property)

    64,561

    10,510

    8,304

    6,536

    39,211

    Unconditional Purchase Obligations

    551,184

    551,184

    —

    —

    —

    Total

    8,301,887

    6,554,961

    1,701,179

    6,536

    39,211

    *

    A portion of notes payable includes interest which is calculated using the simple interest
method at annual interest rates based on their maturity periods.

    **

    Notes payable to affiliated companies are non-interest bearing.

    ***

    Accrued interest is calculated on the outstanding principal using the compound interest
method on a daily basis. (Note 3)

    ****

    Accrued interest is calculated on the outstanding principal using the compound interest
method on a quarterly basis.

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Mr. David R. Humphrey

Ms. Amy Geddes

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Notes for reference:

    1.

    This amount is disclosed in “Notes payable to affiliated companies” on page 60 of
the Form 20-F.

    2.

    The principal of this amount (approximately Rmb74,605,000) is disclosed in “Advances
from affiliated companies” on page 60 of the
Form 20-F.

    3.

    Additional details of the convertible bonds are disclosed in note 16 to the Consolidated
Financial Statements on page F-36.

    2.

    It appears you have other debt obligations, such as bank notes payable and notes payable to
affiliated companies, that should be included (along with related interest) in your table of
contractual obligations. Please revise, as appropriate.

In future filings, the Company will revise its table of contractual obligations to include these
items as provided above in the response to the first comment.

Note 3 — Summary of Significant Accounting Policies

(d) Inventories, page F-14

    3.

    We note from your policy discussion here and elsewhere in your filing that you provide an
allowance for excess and obsolete inventory. Supplementally explain to us and expand your
disclosure in future filings to include how you identify excess or obsolete inventory.

The Company identifies potential losses from excess, obsolete and slow-moving inventories by
specific identification and will revise the disclosure of its accounting policy for inventories in
future filings as follows:

    Inventories are carried at the lower of cost or market. Cost comprises all costs of
purchase, costs of conversion and other costs incurred in bringing the inventories to their
present location and condition. Cost is calculated on a moving-average basis, except for
costs of work-in-progress and finished goods of sedans and minibuses, which are calculated
by the specific identification basis with effect from July 1, 2004. The effect of this
change in the basis for calculating costs for work-in-progress and finished goods did not
have a significant impact on the Company’s consolidated financial statements. The Company
provides allowance for excess, slow moving and obsolete inventory by specific identification
and reduces the carrying value of its inventory to the lower of cost or market. When
inventories are sold, the carrying amount of those inventories is recognized as an expense
in the period in which the related revenue is recognized.

    4.

    As a related matter, we note from your statement of cash flows presented on page F-7 that it
appears you have sold a material amount of previously reserved inventory. Supplementally explain the facts and circumstances surrounding the

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Mr. David R. Humphrey

Ms. Amy Geddes

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    initial
recognition of a reserve on this inventory as well those surrounding the sale of such
inventory during 2004.

The Company recognizes reserves on its inventory based on an in-depth review exercise at the end of
each financial year to identify in each relevant department:

    (i)

    raw materials that cannot be used in production and with resale value less than
cost; and

    (ii)

    defective finished goods which require repairs in order to be saleable (e.g.
finished goods damaged during the testing process).

Provisions for inventories
are made to bring the value of inventories to a level equal to the lower
of cost or market. The Company disposes of these previously reserved inventories in its ordinary
course of business. During 2004, the Company disposed of
previously reserved inventories (cost: Rmb 46 million
and related reserve: Rmb 15 million) for Rmb 25 million at a loss of Rmb 6 million.
In 2003, the
Company also disposed of previously reserved inventories (cost: Rmb 42 million and related
reserve: Rmb 18 million) for Rmb 26 million at a gain of Rmb 2 million. There were
no special
circumstances surrounding these sales.

Note 11 — Property, Plant, and Equipment, page F-29

    5.

    We note that you have recognized an impairment of RMB 10 million on property, plant, and
equipment. In this regard, please revise your disclosure to include the disclosures required
by paragraph 26 of SFAS 144.

In accordance with paragraph 26 of SFAS 144, the Company will revise its disclosure in future
filings to include the following:

    In 2004, the Company assessed the recoverability of the carrying value of certain fixed
assets held by its minibus and automotive components segment, which resulted in impairment
losses of approximately Rmb10 million. These losses reflect the amounts by which the
carrying values of these assets exceeded their estimated fair values determined by their
estimated discounted future cash flows. The impairment loss was recorded as a component of
“Selling, general and administrative expenses” in the Consolidated Statement of Income and
Comprehensive Income for that year.

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Mr. David R. Humphrey

Ms. Amy Geddes

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Note 12 — Intangible Assets, page F-30

    6.

    We note that from your disclosure on page F-14 that purchased intangible assets with finite
lives are amortized over a period of 7 years. We also note from your disclosure in Note 12 on
page F-31 that two major intangible assets comprise your balance: sedan design rights and
component and parts technology rights. Please revise your disclosure to present the items
required by paragraph 44 of SFAS 142 for each of these major intangible assets classes.

The Company has determined that it has disclosed in Note 12 the items required by paragraph 44 of
SFAS 142 for its group of intangible assets that are similar by their use in its operation.

The categories described in Note 12, (a) Sedan design right and (b) Components and parts technology
right, are applied/related to a specific model of Zhonghua sedan, namely, the “M1” series, and the
Company will assess the future economic benefit of (a) and (b) as a whole based on net future cash
flow from the manufacture and sale of the M1.

    7.

    As a related matter, supplementally explain to us how the impairment of the intangible assets
related to the Zhonghua sedan has affected your assessment of their estimated economic lives.
We may have further comment on your response.

In reviewing long-lived asset values, the Company applied the provisions of SFAS No. 144. The
Company has continually evaluated the appropriateness of useful lives and residual useful life
assigned to long-lived assets, including identifiable intangible assets and goodwill. In addition,
the recognition of an impairment charge is not a substitute for choosing the appropriate initial
amortization or depreciation period or subsequently adjusting this period as company or industry
conditions change nor does it affect selection of, or changes to, estimated residual values.

Based on the Company’s policy on reviewing the long-lived asset values, the estimated economic life
of 7 years of the purchased intangible assets with finite life related to the Zhonghua sedan was based
on their estimated production life whereas the impairment of these intangible assets was based on
the lower than expected demand of the Zhonghua sedan in 2004. Accordingly, the impairment of the
intangible assets related to the Zhonghua sedan did not affect the Company’s assessment of that
product’s estimated economic life.

* * * * * *

     You may reach me by telephone at my office in Beijing at (8610) 6505-7202 or on my cell phone
at (86 139) 1012-7951. In my absence, please contact Blake Dunlap of our Hong Kong Office at (852)
2978-8019 or on his cell phone at (852) 9052-3388.

    Sincerely yours,

    /s/ Alan Seem

    Alan Seem

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Mr. David R. Humphrey

Ms. Amy Geddes

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    cc:

    Wu Xiao An

Lin Xiaogang

Zha Jianping

     Brilliance China Automotive Holdings Limited

    Daniel Lin

Calvin Chiu

     Moores Rowland Mazars

    Matthew D. Bersani

Blake Dunlap

     Shearman & Sterling LLP

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Annex A

Statement of Brilliance China Automotive Holdings Limited

     The undersigned, on behalf of Brilliance China Automotive Holdings Limited (the “Company”),
hereby acknowledge that (i) the Company is responsible for the adequacy and accuracy of the
disclosure in the Company’s filings, (ii) staff comments or changes to disclosure in response to
staff comments in the Company’s filings reviewed by the staff do not foreclose the United States
Securities and Exchange Commission (the “Commission”) from taking any action with respect to the
Company’s filings, and (iii) the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

    BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

    By:
    /s/ Wu Xiao An

    Name:
    Wu Xiao An

    Title:
    Chairman

    By:
    /s/ Lin Xiaogang

    Name:
    Lin Xiaogang

    Title:
    Chief Executive Officer