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BRILLIANCE CHINA AUTOMOTIVE HOLDINGS LIMITED

Table of Contents

Shearman & Sterling llp

    RESIDENT PARTNERS

LEE EDWARDS

ALAN SEEM

WRITER’S DIRECT NUMBER:

(8610) 6505-7202

WRITER’S EMAIL ADDRESS:

alan.seem@shearman.com

    CHINA WORLD TOWER II

1 JIANGUOMENWAI DAJIE

100004 BEIJING, CHINA

TELEPHONE: (8610) 6505-3399

FACSIMILE: (8610) 6505-1818

    ABU DHABI

BEIJING

BRUSSELS

DÜSSELDORF

FRANKFURT

HONG KONG

LONDON

MANNHEIM

MENLO PARK

MUNICH

NEW YORK

PARIS

ROME

SAN FRANCISCO

SÃO PAULO

SINGAPORE

TOKYO

TORONTO

WASHINGTON, D.C.

September 9, 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 26, 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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Item 5, Operating and Financial Review and Prospectus

Item 18. Financial Statements

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

Note 12 — Intangible Assets, page F-36

Note 16 — Convertible Bonds, page F-36

Note 18 — Notes Payable, page F-37

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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 Prospectus

Liquidity and Capital Resources

Table of Contractual Obligations, page 41

    1.

    Refer to our previous comment 1. Please revise your intended disclosure to fully explain
your method of calculating total interest to be incurred over the life of the convertible
bonds and other debt included in your table of contractual obligations. These explanations
should include term and interest rate as well as the total interest resulting from such
calculation.

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 and will also revise the related
disclosure to fully explain the method of calculating total interest to be incurred over the term
of the convertible bonds and other debt in the form provided below.

    Payment due by period

    (In thousands of Rmb)

    Contractual Obligations

    Total

    Less than 1 year

    1-3 years

    4-5 years

    More than 5 years

    Notes payable (1)

    5,727,216

    5,727,216

    —

    —

    —

    Notes payable to affiliated companies (2)

    121,162

    121,162

    —

    —

    —

    Convertible bonds (3)

    1,691,922

    —

    1,691,922

    —

    —

    Financing from BMW Brilliance (4)

    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

    8,247,979

    6,502,006

    1,700,226

    6,536

    39,211

    Notes:

    1.

    Approximately Rmb 4.8 billion of the Rmb 5.7 billion notes payable had
effective interest rates of 3% to 4%. The remaining 0.9 billion notes payable were
interest free.

    2.

    Notes payable to affiliated companies are non-interest bearing.

    3.

    Included in the amount is a total accreted redemption premium payable on
November 28, 2006 of approximately Rmb 37.6 million. The accreted redemption premium as
of December 31, 2004 of approximately Rmb 13.6 million was calculated based on the
outstanding principal of the convertible bonds using the effective interest method.

    4.

    Accrued interest of approximately Rmb 17.3 million was calculated on the
outstanding principal using the compound interest method at an effective annual rate of
11.127% on a quarterly basis.

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Mr. David R. Humphrey

Ms. Amy Geddes

Page 3

Item 18. Financial Statements

Consolidated Statements of Cash Flows, pages F-7 and F-8

    2.

    With respect to the RMB 12,401 of interest payable on convertible bonds shown for 2004, it is
unclear why you refer to this interest as “payable” given your disclosure in Note 16, which
describes these convertible bonds as Zero Coupon Bonds. Please clarify your disclosures, as
appropriate.

In accordance with their terms, the convertible bonds do not bear interest except in the case of a
delay in the payment of any sum in respect of the bonds when the bonds become due and payable.

In addition, all or some of the bonds may be redeemed at the option of the holder at 102.27% of
their principal amount on November 28, 2006 or upon certain events, such as the change of control
of Brilliance China Automotive or the shares of Brilliance China Automotive ceasing to be listed on
The Stock Exchange of Hong Kong, the bonds may be redeemed at the option of the holder at 100% of
their outstanding principal amount.

Accordingly, the caption of “interest payable” can be better described as “accreted redemption
premium” which was calculated based on the outstanding principal of the convertible bonds using the
effective interest method so that the carrying value of the bonds equals the redemption price at
102.27% on November 28, 2006. In future filings, the Company will describe such payable as
“accreted redemption premium”.

    3.

    Based on the table in Note 16, it appears that you accrued RMB 1,187 of interest with respect
to the Bonds during 2003, and accrued an additional RMB 12,401 of interest during 2004, for a
total accrual of RMB 13,588 as of December 31, 2004. However, in your Consolidated Statements
of Cash Flows, you show interest of RMB 12,401 for 2004 but no amount for 2003. Please
correct or explain this apparent inconsistency.

The “accreted redemption premium” of Rmb 1,187,000 for the year ended December 31, 2003 was
considered to be immaterial to the financial results. As a result, it was not separately disclosed.

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

    4.

    Refer to our previous comment 5. Please revise your intended disclosure to fully explain the
facts and circumstances leading to the impairment of fixed assets. Refer to paragraph 26a of
SFAS 144.

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Mr. David R. Humphrey

Ms. Amy Geddes

Page 4

In future filings, the disclosure will be revised as follows:

     In 2004, as a result of the change in use — from production to rental — of certain fixed
assets of the Company’s minibus and automotive components segment, the Company assessed the
recoverability of the carrying value of these long-lived assets, which resulted in impairment
losses of approximately Rmb 10 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.

Note 12 — Intangible Assets, page F-36

    5.

    Refer to our previous comment 6. Please revise your disclosure to include a description of
your asset class(es), the total amount assigned to each class (as necessary), and the amount
of any significant residual asset value in total and by class (as necessary). Refer to
paragraphs 44 a(1) and (2) of SFAS 142.

The Company considers the two components, (a) sedan design rights and (b) components and parts
technology rights, as a single class of intangible assets as defined in Statement of Financial
Accounting Standards No. 142 Appendix F. Accordingly, the Company has only one class of intangible
assets and its total amount has been disclosed in note 12 on page F-30 of the Form 20-F. In
addition, the Company has determined that the total residual asset value was not significant.

In future filings, the disclosure of description of the intangible asset class will be revised as
follows:

     There was a group of intangible assets that were similar in their use in the operations of the
Company as they related to a specific model of Zhonghua sedan. The Company assessed the future
economic benefit of this group as a whole based on net future cash flow from the manufacture and
sale of that specific model of Zhonghua sedan. Included in the group of intangible assets were
primarily:

    a.  Sedan design rights, which include rights, titles and interests in certain design and
engineering agreements and a technical assistance agreement related to Zhonghua sedans; and

    b.  Components and parts technology rights, which include rights, titles and interests in the
design of the components and spare parts for Zhonghua sedans contributed by Shenyang JinBei
Automotive Company Limited, a joint venture partner, as capital into Shenyang Brilliance
JinBei Automobile Co. Ltd., a subsidiary of the Company in 2003.

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Mr. David R. Humphrey

Ms. Amy Geddes

Page 5

Note 16 — Convertible Bonds, page F-36

    6.

    Please disclose the interest rate you use to accrue interest with respect to the Bonds, and
explain how this interest rate was determined.

As described above, in future filings the accrued interest will be described as “accreted
redemption premium”. It was determined using effective interest method so that the carrying value
of the bonds equals the redemption price at 102.27%.

    7.

    Since the Bonds were issued at par and will be redeemed at par at their maturity date in
2008, unless previously converted, redeemed or purchased and cancelled, please tell us how you
intend to account for the accrued interest expense as of the maturity date in the event you
redeem the Bonds at 100% of their outstanding principal amount on their maturity date in 2008.

In accordance with their terms, all or some of the bonds may be redeemed at the option of the
holder at 102.27% of their principal amount on November 28, 2006. Unless previously converted,
redeemed, or purchased and cancelled, the bonds will be redeemed at 100% of their outstanding
principal amount on November 28, 2008.

If the put expires unexercised on November 28, 2006 and the Company redeems the convertible bonds
at 100% of their outstanding principal amount at their maturity date in 2008, the accreted
redemption premium will be accreted as a yield adjustment over the remaining 2-year term of the
debt.

Note 18 — Notes Payable, page F-37

    8.

    In light of the significance of your notes payable, which comprise more than half of your
total liabilities at December 31, 2004, please expand your disclosure to more fully discuss
the terms of these notes payable, including their interest rates, maturity dates, restrictive
covenants (if any), and any other pertinent information.

We intend to provide the following information regarding notes payable in future filings:

     As of December 31, 2004, approximately Rmb 4.8 billion of the Rmb 5.7 billion notes payable
had effective interest rates of 3% to 4%. The remaining Rmb 0.9 billion notes payable were interest
free. All notes payable were repayable within one year, secured by certain short-term bank deposits
and notes receivable, and did not contain any restrictive covenants.

* * * * * *

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Mr. David R. Humphrey

Ms. Amy Geddes

Page 6

     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

    cc:

    Wu Xiao An

    Lin Xiaogang

    Zha Jianping

       Brilliance China Automotive Holdings Limited

    Daniel Lin

    Calvin Chiu

        Moores Rowland Mazars

    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

Date: September 9, 2005