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BYD Company Limited Proxy Solicitation & Information Statement 2026
49770_rns_2026-04-22_a6e69280-9a44-4d40-95a9-f2eeab67822a.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
This circular, for which the directors ("Directors") of BYD Company Limited (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this circular misleading. All opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or otherwise transferred all your shares in the Company, you should at once hand this circular and the accompanying form of proxy and the confirmation slip to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
比亞迪股份有限公司
BYD COMPANY LIMITED
(A joint stock company incorporated in the People's Republic of China with limited liability)
Stock Code: 01211 (HKD counter) and 81211 (RMB counter)
Website: http://www.bydglobal.com
PROPOSED 2025 PROFIT DISTRIBUTION PLAN
PROPOSED PROVISION OF GUARANTEE BY THE GROUP
PROPOSED GENERAL MANDATE FOR THE ISSUE OF SHARES
PROPOSED GENERAL MANDATE TO ISSUE SHARES OF
BYD ELECTRONIC (INTERNATIONAL) COMPANY LIMITED
PROPOSED AMENDMENTS TO THE REMUNERATION
MANAGEMENT POLICY FOR DIRECTORS AND SENIOR MANAGEMENT
PROPOSED AUTHORISATION FOR THE
ISSUANCE OF DEBT FINANCING INSTRUMENTS
PROPOSED AUTHORISATION FOR THE PURCHASE OF LIABILITY
INSURANCE FOR DIRECTORS AND SENIOR MANAGEMENT
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held on Tuesday, 9 June 2026 at 10:00 a.m. at the Company's Conference Room, No. 3009, BYD Road, Pingshan District, Shenzhen, the People's Republic of China, is set out in pages AGM-1 to AGM-7 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the meeting (i.e., no later than 10:00 a.m. (Hong Kong time) on Monday, 8 June 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.
22 April 2026
CONTENTS
Pages
Definitions 1
Letter from the Board 3
(1) Introduction 4
(2) Proposed 2025 Profit Distribution Plan 4
(3) Proposed Provision of Guarantee by the Group 6
(4) Proposed General Mandate for the Issue of Shares 7
(5) Proposed General Mandate to Issue Shares of BYD Electronic (International) Company Limited 8
(6) Proposed Amendments to the Remuneration Management Policy for Directors and Senior Management 8
(7) Proposed Authorisation for the Issuance of Debt Financing Instruments 9
(8) Proposed Authorisation for the Purchase of Liability Insurance for Directors and Senior Management 9
(9) Record Date and Closure of Register of Members 10
(10) The AGM 10
(11) Recommendations 11
Appendix I – Proposed Amendments to the “Remuneration Management Policy for Directors and Senior Management” I-1
Notice of Annual General Meeting AGM-1
DEFINITIONS
In this circular, the following words and expressions shall, unless the context otherwise requires, have the following respective meanings:
"A Share(s)"
ordinary domestic share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Shenzhen Stock Exchange and traded in RMB;
"AGM Notice"
notice convening the annual general meeting as set out on pages AGM-1 to AGM-7 of this circular;
"Annual General Meeting" or "AGM"
the annual general meeting which is scheduled to be held at the Company's Conference Room, No. 3009, BYD Road, Pingshan District, Shenzhen, the PRC on Tuesday, 9 June 2026 at 10 a.m.;
"Articles of Association"
the articles of association of the Company, as amended from time to time;
"Board"
the board of Directors of the Company;
"China" or "PRC"
the People's Republic of China, excluding, for the purpose of this circular only, Hong Kong, the Macau Special Administrative Region, and Taiwan;
"Company"
BYD Company Limited, a joint stock company incorporated in the PRC with limited liability;
"CSRC"
the China Securities Regulatory Commission;
"Director(s)"
the director(s) of the Company;
"Group"
the Company and its subsidiaries from time to time;
"H Share(s)"
ordinary overseas listed foreign invested share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Stock Exchange and traded in Hong Kong Dollar;
"HKSCC"
Hong Kong Securities Clearing Company Limited;
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC;
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DEFINITIONS
"Stock Exchange"
The Stock Exchange of Hong Kong Limited;
"Latest Practicable Date"
16 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
"Listing Rules"
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange;
"RMB"
Renminbi, the lawful currency of the PRC;
"Share(s)"
A Share(s) and H Share(s);
"Shareholder(s)"
the registered holder(s) of the share(s);
Note: In the event of any discrepancy between the English and Chinese versions of this circular, the Chinese version shall prevail.
LETTER FROM THE BOARD
比亞迪股份有限公司
BYD COMPANY LIMITED
(A joint stock company incorporated in the People's Republic of China with limited liability)
Stock Code: 01211 (HKD counter) and 81211 (RMB counter)
Website: http://www.bydglobal.com
Board of Directors:
Executive Director
Mr. Wang Chuan-fu
Non-executive Directors
Mr. Lv Xiang-yang
Mr. Xia Zuo-quan
Independent Non-executive Directors
Mr. Cai Hong-ping
Mr. Zhang Min
Ms. Yu Ling
Registered Office:
LEGAL ADDRESS
No. 1, Yan'an Road
Kuichong Street
Dapeng New District
Shenzhen
Guangdong Province
The PRC
PRINCIPAL PLACE OF BUSINESS
IN HONG KONG
Unit 505-510, 5/F
Core Building 1E
1 Science Park E Avenue
Science Park
Pak Shek Kok
Tai Po
Hong Kong
22 April 2026
To the Shareholders
Dear Sir/Madam,
PROPOSED 2025 PROFIT DISTRIBUTION PLAN
PROPOSED PROVISION OF GUARANTEE BY THE GROUP
PROPOSED GENERAL MANDATE FOR THE ISSUE OF SHARES
PROPOSED GENERAL MANDATE TO ISSUE SHARES OF
BYD ELECTRONIC (INTERNATIONAL) COMPANY LIMITED
PROPOSED AMENDMENTS TO THE REMUNERATION MANAGEMENT
POLICY FOR DIRECTORS AND SENIOR MANAGEMENT
PROPOSED AUTHORISATION FOR THE
ISSUANCE OF DEBT FINANCING INSTRUMENTS
PROPOSED AUTHORISATION FOR THE PURCHASE OF LIABILITY
INSURANCE FOR DIRECTORS AND SENIOR MANAGEMENT
AND
NOTICE OF ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
(1) INTRODUCTION
The purpose of this circular is to provide you with information reasonably necessary to enable you to make a decision on whether to vote for or against certain ordinary resolutions and special resolutions to be proposed at the AGM to be held on Tuesday, 9 June 2026.
(2) PROPOSED 2025 PROFIT DISTRIBUTION PLAN
Having considered factors including the overall operation and financial condition of the Company and the interests of the Shareholders, and in order to share the results of the operation and development of the Company with all Shareholders, the Board passed the resolution on the "Consideration of the 2025 Profit Distribution Plan" (《關於審議公司2025年度利潤分配方案的議案》) at a Board meeting held on Friday, 27 March 2026 to recommend the proposed 2025 profit distribution plan as follows: Based on the total number of Shares of 9,117,197,565 as at 27 March 2026, it is proposed to distribute to all Shareholders a cash dividend of RMB3.58 per 10 Shares (inclusive of tax). The total amount of cash dividends to be distributed by the Company to all Shareholders is approximately RMB3,263,957,000 (if the Company's total share capital changes on the record date for the equity distribution, the Company intends to keep the distribution amount per share unchanged and adjust the total distribution amount accordingly. In such case, the Company will make a further announcement to the Shareholders). No bonus Shares will be issued and no reserves will be converted into share capital.
The final dividend will be denominated and declared in RMB. Holders of A Shares will be paid in RMB, and holders of H Shares will be paid in Hong Kong dollars or RMB. The exchange rate for the dividend to be paid in foreign currency will be the mean of the average benchmark exchange rates of RMB to Hong Kong dollars as announced by the People's Bank of China during the five business days prior to the date of declaration of the dividend at the AGM.
Taxation on the 2025 Final Dividend
Non-resident enterprise Shareholders
In accordance with the "Enterprise Income Tax Law of the People's Republic of China" (《中華人民共和國企業所得稅法》) and the "Implementing Regulations of the Enterprise Income Tax Law of the People's Republic of China" (《中華人民共和國企業所得稅法實施條例》), both effective from 1 January 2008, and the "Notice of the State Administration of Taxation on Issues Relating to the Withholding of Enterprise Income Tax for Dividends Distributed by Chinese Resident Enterprises to Overseas Non-resident Enterprise Shareholders Holding H-Shares" (Guo Shui Han [2008] No. 897) (《關於中國居民企業向境外H股非居民企業股東派發股息代扣代繳企業所得稅有關問題的通知》(國稅函[2008]897號)) promulgated on 6 November 2008, the Company is obliged to withhold enterprise income tax at a tax rate of 10% when it distributes dividends for 2008 and subsequent years to non-resident enterprise shareholders whose names appear on the register of members for H Shares. Any H Shares of
LETTER FROM THE BOARD
the Company which are registered in the name of a non-individual Shareholder, including HKSCC Nominees Limited, other nominees or trustees, or other organisations and groups, will be deemed to be H Shares held by non-resident enterprise Shareholder(s), and the PRC enterprise income tax shall be withheld from any dividend payable thereon. Non-resident enterprise Shareholders may wish to apply for a tax refund (if any) in accordance with the relevant requirements, such as tax agreements (arrangements), upon receipt of any dividends.
Non-resident individual Shareholders
In accordance with the “Circular on Certain Policy Questions Concerning Individual Income Tax” (Cai Shui Zi [1994] No. 020) (《關於個人所得稅若干政策問題的通知》(財稅字[1994]020號)) promulgated by the Ministry of Finance and the State Administration of Taxation on 13 May 1994, dividends and bonuses received by foreign individuals from foreign-invested enterprises are temporarily exempt from PRC individual income tax. In accordance with the “Letter of the State Administration of Taxation on Matters concerning the Tax Levied on Dividends Received by Foreigners Holding Shares of Chinese Public Listed Companies” (Guo Shui Han Fa [1994] No. 440) (《外籍個人持有中國境內上市公司股票所取得的股息有關稅收問題的函》(國稅函發[1994]440號)) promulgated by the State Administration of Taxation on 26 July 1994, dividends (bonuses) received by foreign individuals holding B Shares or overseas shares (including H Shares) from Chinese domestic enterprises issuing such B Shares or overseas shares are temporarily exempt from individual income tax. Accordingly, when paying the 2025 final dividend, the Company will not withhold PRC individual income tax on behalf of foreign individual Shareholders whose names appear on the H Share register of members of the Company.
Southbound Trading Investors
For investors (including enterprises and individuals) investing in the H Shares listed on the Stock Exchange through the Shenzhen Stock Exchange (“Southbound Trading”), the Company has entered into the “Agreement on Distribution of Cash Dividends of H Shares for Southbound Trading”) (《港股通H股股票現金紅利派發協議》) with the Shenzhen Branch and the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, respectively, pursuant to which China Securities Depository and Clearing Corporation Limited, as the nominee of the H Share investors for Southbound Trading, will receive the cash dividends distributed by the Company and distribute such cash dividends to the relevant H Share investors for Southbound Trading through its depository and clearing system.
The cash dividends for the H Share investors for Southbound Trading will be paid in RMB. Pursuant to the relevant requirements under the “Notice on the Tax Policies for the Pilot Programme of the Shenzhen-Hong Kong Stock Connect” (Cai Shui [2016] No. 127) (《關於深港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2016]127號)) and the “Notice on the Tax Policies for the Pilot Programme of the Shanghai-Hong Kong Stock Connect” (Cai Shui [2014] No. 81) (《關於滬港股票市場交易互聯互通機制試點有關稅收政策的通知》(財稅[2014]81號)), for dividends received by Chinese Mainland individual investors from investing in H Shares listed on the Stock Exchange through Southbound Trading, the H
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LETTER FROM THE BOARD
Share company shall withhold individual income tax at the rate of 20% on behalf of the investors. For dividends received by Chinese Mainland securities investment funds from investing in shares listed on the Stock Exchange through Southbound Trading, the tax shall be levied by reference to that for individual investors. The H Share company will not withhold the income tax on dividends for Chinese Mainland enterprise investors, and such enterprise investors shall declare and pay the relevant tax themselves.
Northbound Trading Investors
For investors (including enterprises and individuals) investing in the A Shares listed on the Shenzhen Stock Exchange through the Stock Exchange (“Northbound Trading”), their dividends will be distributed in RMB by the Company through the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited to the accounts of the nominee shareholders of such shares. The Company will withhold income taxes at the rate of 10% on behalf of those investors and will report to the tax authorities for such withholding. For Northbound Trading investors who are tax residents of other countries and whose country of domicile has entered into a tax treaty with the PRC stipulating a dividend tax rate of lower than 10%, such enterprises or individuals may, on their own, apply to the competent tax authorities for entitlement to the treaty rate. Upon approval by the tax authorities, the difference between the tax already paid and the tax payable by such enterprises and individuals based on the tax rate under the tax treaty will be refunded.
Shareholders are recommended to consult their tax advisers regarding the PRC and Hong Kong tax implications of owning and disposing of H Shares. The Company assumes no liability whatsoever in respect of any claims arising from any delay in, or inaccurate determination of, the status of the Shareholders or any disputes over the withholding and payment of tax.
The proposed 2025 profit distribution plan is subject to Shareholders’ approval at the AGM by way of an ordinary resolution and, if approved by Shareholders, the final dividend is expected to be distributed on or no later than 31 July 2026. The Company will make further announcement(s) on the final distribution details including but not limited to the final distribution per Share, the book closure period and the payment date as and when appropriate.
(3) PROPOSED PROVISION OF GUARANTEE BY THE GROUP
At the AGM, approval will be sought from the Shareholders in respect of the following guarantees: (a) provision of guarantees by the Company to banks and other institutions for the credit and other businesses of its domestic controlled subsidiaries, and provision of guarantees to banks and other institutions for the credit and other businesses of its overseas controlled subsidiaries in accordance with relevant PRC regulations; and (b) provision of cross-guarantees to banks and other institutions for the credit and other businesses between its domestic and overseas controlled subsidiaries in accordance with relevant PRC regulations. The total amount of the guarantees to be provided by the Company and its domestic and overseas controlled subsidiaries under paragraphs (a) and (b) above shall not exceed RMB150 billion (including equivalent foreign currency), of which the amount of guarantees to be
LETTER FROM THE BOARD
provided by the Company for its controlled subsidiaries with a gearing ratio of 70% or above (based on data as at the end of 2025) shall not exceed RMB140 billion (including equivalent foreign currency), and the amount of guarantees to be provided by the Company for its controlled subsidiaries with a gearing ratio of less than 70% (based on data as at the end of 2025) shall not exceed RMB10 billion (including equivalent foreign currency); and (c) provision of guarantees by the Company and its controlled subsidiaries to banks and other institutions for the credit and other businesses of their domestic investee companies not limited by their capital contribution ratios, and provision of guarantees to banks and other institutions for the credit and other businesses of their overseas investee companies not limited by their capital contribution ratios in accordance with relevant PRC regulations, with the total guaranteed amount not exceeding RMB33.515 billion (including equivalent foreign currency). The above-mentioned guarantee methods include joint and several liability guarantees and shortfall undertakings. The Company will, in accordance with Article 6 of the Company's Policy of External Guarantee (October 2025) (《對外擔保制度(2025年10月)》), require the guaranteed party to provide counter-guarantee to the Company, or have a third party recommended by the guaranteed party and approved by the Company to provide counter-guarantee to the Company in the form of guarantee or otherwise. The provider of such counter-guarantee shall have the actual ability to perform the obligation. In addition, the Company's provision of any guarantee shall also strictly comply with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. The Company has no plan to provide guarantees to its directors, senior management, or related parties in which it holds no direct or indirect equity interest, other than to the Company's majority-owned subsidiaries and the investee companies of the Company and its majority-owned subsidiaries as set forth in paragraphs (a), (b) and (c) above.
If approved by Shareholders, such approval will remain valid until the date of the conclusion of the 2026 annual general meeting to be held in 2027. The Board believes that the one-off approval of the Shareholders to the Company and its subsidiaries to provide such guarantees will allow greater flexibility to the members of the Group in obtaining credit facilities on a timely basis. The Group will comply with relevant requirements under the Listing Rules upon execution of the relevant guarantees if such guarantees constitute transactions which are subject to disclosure under the Listing Rules.
(4) PROPOSED GENERAL MANDATE FOR THE ISSUE OF SHARES
The Company will propose a special resolution at the Annual General Meeting in accordance with the terms set out in resolution no. 7 (special resolution) of the AGM Notice, regarding the granting of a general mandate to the Board ("Share Issue Mandate") to enable them to exercise all powers of the Company to issue, allot and deal with additional H Shares (including securities convertible into H Shares and any sale or transfer of treasury shares (as defined in the Listing Rules, if any) listed on the Stock Exchange). Under the Share Issue Mandate, the aggregate nominal amount of H Shares to be issued shall not exceed 20 per cent of the aggregate nominal amount of H Shares in issue as at the date of passing such special resolution (excluding treasury shares, if any). As at the Latest Practicable Date, the total issued shares of the Company are 9,117,197,565 Shares comprising 5,433,797,565 A Shares and
LETTER FROM THE BOARD
3,683,400,000 H Shares. Subject to the passing of the special resolution regarding the Share Issue Mandate and assuming that no further Shares will be issued or repurchased prior to the AGM, the Company would be allowed under the Share Issue Mandate to issue, allot and deal with a maximum of 736,680,000 H Shares. If there is further issue or reduction of Shares prior to the AGM, the Company will adjust the maximum number of H Shares authorized to be issued, allotted and dealt with based on the number of H Shares issued.
In connection with the Share Issue Mandate, the Company's authority shall be restricted to the period from the passing of the abovementioned special resolution until the earliest of (i) the date of the Company's next annual general meeting; (ii) the expiration of 12 months following the passing of such special resolution; or (iii) the date upon which such mandate is revoked or varied by a special resolution of the Shareholders in general meeting.
(5) PROPOSED GENERAL MANDATE TO ISSUE SHARES OF BYD ELECTRONIC (INTERNATIONAL) COMPANY LIMITED
BYD Electronic (International) Company Limited ("BYD Electronic"), a subsidiary of the Company, will seek approval from its shareholders to grant the board of directors of BYD Electronic a general mandate for the allotment and issue (including any sale or transfer of treasury shares (as defined in the Listing Rules) listed on the Stock Exchange, if any) of shares up to a maximum of 20% of the number of shares of BYD Electronic in issue (excluding treasury shares) as at the date of passing of the relevant resolution of BYD Electronic granting such mandate (the "BYD Electronic Share Issue Mandate"). As at the Latest Practicable Date, the total number of issued shares of BYD Electronic was 2,253,204,500 shares. Subject to (a) the approval of the shareholders of BYD Electronic at its annual general meeting (the "BYD Electronic AGM") which will be held on 9 June 2026; and (b) the approval of the Shareholders at the AGM, and assuming that no further shares of BYD Electronic will be issued or repurchased prior to the BYD Electronic AGM, BYD Electronic would be allowed under the BYD Electronic Share Issue Mandate to issue and allot a maximum of 450,640,900 shares. If, after the passing of the BYD Electronic Resolution, any or all of the BYD Electronic Shares are converted into a larger or smaller number of shares, adjustments shall be made.
Special resolution No. 8 as set out in the AGM Notice will be proposed at the AGM to seek Shareholders' approval of the BYD Electronic Share Issue Mandate.
(6) PROPOSED AMENDMENTS TO THE REMUNERATION MANAGEMENT POLICY FOR DIRECTORS AND SENIOR MANAGEMENT
In order to enable the Company to further improve the remuneration management of its Directors and senior management, establish a scientific and effective incentive and restraint mechanism, enhance the Company's operating and management standards, and promote the healthy, sustainable and stable development of the Company, and taking into account the actual circumstances of the Company, the Company has revised the "Remuneration Management Policy for Directors and Senior Management". Details of the proposed amended policy are set out in Appendix I to this circular. The proposed amendments will be proposed to the
LETTER FROM THE BOARD
Shareholders by way of an ordinary resolution at the Annual General Meeting and will become effective upon approval at the Annual General Meeting. The English translation of the proposed amendments to the “Remuneration Management Policy for Directors and Senior Management” is for reference only. In the event of any inconsistency between the Chinese and English texts, the Chinese text shall prevail.
(7) PROPOSED AUTHORISATION FOR THE ISSUANCE OF DEBT FINANCING INSTRUMENTS
To enable the Company to flexibly select financing instruments, meet its funding needs in a timely manner, improve its debt structure and reduce its financing costs, it is proposed, in accordance with relevant laws and regulations, the Articles of Association and the actual circumstances, to grant a general and unconditional authorisation to the Board (or Directors authorised by the Board) to, within the issuable bond limit, decide on matters relating to the new issuance of domestic and overseas debt financing instruments with a principal amount of not more than RMB50 billion (or its equivalent in foreign currency) in the domestic and overseas bond markets, including but not limited to determining the actual issue amount, interest rate, term, issue targets and use of proceeds (the use of proceeds typically includes, among other things, meeting the Company’s production and operational needs, adjusting the debt structure, replenishing working capital, and/or project investments) of the relevant debt financing instruments, and preparing, signing and disclosing all necessary documents, as well as handling all other matters related to the issuance of debt financing instruments under this resolution. The relevant debt financing instruments include, but are not limited to, short-term financing notes, ultra-short-term financing notes, medium-term notes, corporate bonds, enterprise bonds, asset-backed securities (ABS), asset-backed notes (ABN), REITs and REITs-like products, RMB bonds and foreign currency bonds in overseas markets, domestic exchangeable bonds, convertible bonds convertible into H Shares listed overseas, and other RMB or foreign currency debt financing instruments, financing through trust plans established with trust companies, and financing through insurance asset management products such as insurance fund debt investment plans established with insurance asset management companies. In the case of issuance of the above-mentioned convertible bonds, the principal amount of a single issuance shall not exceed US$2 billion or its equivalent in US dollars, and the new H Shares to be converted by the holders of the convertible bonds may be issued pursuant to the general mandate approved by the Shareholders of the Company at the Annual General Meeting. The Group will comply with the relevant provisions of the Listing Rules when conducting the above transactions (if and when necessary).
(8) PROPOSED AUTHORISATION FOR THE PURCHASE OF LIABILITY INSURANCE FOR DIRECTORS AND SENIOR MANAGEMENT
In order to further improve the Company’s risk management policy, reduce the Company’s operational risks, enable the Company’s Directors and senior management to more fully exercise their powers and perform their duties within their respective scopes of responsibilities, and protect the interests of the Company and its shareholders, and pursuant to the relevant provisions of the Corporate Governance Code for Listed Companies (《上市公司
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LETTER FROM THE BOARD
治理準則》) issued by the CSRC and other applicable regulations, it is proposed that the Annual General Meeting be requested to authorise the Board to decide on the matters relating to the purchase of liability insurance for the Company and relevant persons including all Directors and senior management of the Company. Subject to the authorisation being granted by the Annual General Meeting, it is proposed that the Board be authorised to further delegate to the Chairman of the Company or his authorised person(s) the authority to approve and handle matters relating to the purchase of liability insurance for the Company and all its Directors and senior management (including, but not limited to, determining other relevant responsible persons, determining the insurance company, determining the insured amount, insurance premium and other insurance terms, signing relevant legal documents and handling other matters in connection with the insurance purchase), under the condition that the aggregate compensation limit shall not exceed RMB100 million per annum, as well as to handle matters relating to the renewal or re-purchase of the above liability insurance policies upon or before the expiry of the relevant insurance contracts.
(9) RECORD DATE AND CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining the eligibility of Shareholders to attend and vote at the Annual General Meeting, the record date is Tuesday, 9 June 2026. In order to determine the list of Shareholders who are entitled to attend and vote at the Annual General Meeting, the register of members of the Company for H Shares will be closed from Thursday, 4 June 2026 to Tuesday, 9 June 2026 (both days inclusive), during which period no transfer of H Shares will be registered. Holders of H Shares whose names appear on the register of members of the Company on Tuesday, 9 June 2026 will be entitled to attend and vote at the Annual General Meeting. In order for holders of H Shares to be qualified to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 3 June 2026.
(10) THE AGM
The AGM Notice is set out on pages AGM-1 to AGM-7 of this circular. Shareholders are advised to read the AGM Notice and to complete and return the form of proxy (which are enclosed in this circular) in accordance with the instructions printed thereon. The appointment of a proxy will not prevent a Shareholder from subsequently attending and voting in person at the AGM if he so wishes. If a Shareholder who has lodged a form of proxy attends the meeting, his form of proxy will be deemed to have been revoked.
Details of resolutions no. 1 to 3 and 5 in the AGM Notice are set out in the annual report of the Company for the year ended 31 December 2025. Details of resolutions no. 4 and 6 to 11 in the AGM Notice are set out above in this circular.
LETTER FROM THE BOARD
All resolutions will be put to vote by way of poll at the AGM. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
(11) RECOMMENDATIONS
The Directors believe that all the resolutions proposed for consideration and approval by Shareholders at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of all the resolutions to be proposed at the AGM as set out in the AGM Notice.
Yours faithfully,
By order of the Board
BYD Company Limited
Wang Chuan-fu
Chairman
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APPENDIX I
PROPOSED AMENDMENTS TO THE
"REMUNERATION MANAGEMENT POLICY
FOR DIRECTORS AND SENIOR MANAGEMENT"
Set out below are the main proposed amendments to the "Remuneration Management Policy for Directors and Senior Management" which were originally drafted in Chinese and the English translation is for your reference only. In case of any inconsistencies between the Chinese and the English versions, the Chinese version shall prevail.
| No. | Prior to the amendments | After the amendments |
|---|---|---|
| 1 | Article 4 Under the authorisation of the Board, the Remuneration Committee of the Board of the Company is responsible for formulating the remuneration standards and schemes for the directors and senior management of the Company; reviewing the performance of duties by the directors and senior management of the Company and conducting annual assessments in respect thereof; and supervising the implementation of the Company's remuneration system. | Article 4 The remuneration scheme for the directors and senior management of the Company shall be formulated by the Remuneration Committee of the Board, which shall specify the basis for determining the remuneration and the specific components thereof. |
| 2 | Article 5 The Board of the Company is responsible for reviewing the remuneration of the senior management of the Company; the general meeting of the Company is responsible for reviewing the remuneration of the directors. | Article 5 The remuneration scheme for the directors of the Company shall be determined by the general meeting and disclosed. When the Board or the Remuneration Committee evaluates or discusses the remuneration of an individual director, such director shall abstain from voting and withdraw from the meeting. |
| The remuneration scheme for the senior management of the Company shall be approved by the Board, explained to the general meeting, and fully disclosed. | ||
| 3 | Article 7 For non-independent directors of the Company who hold management positions in the Company, they shall receive remuneration according to the management positions they hold; for directors who do not hold management positions, they shall receive directors' allowances, the amount of which shall be determined by the general meeting of the Company, and reasonable expenses for transportation, accommodation and meals incurred in the performance of their duties shall be borne by the Company. | |
| 4 | Article 8 The Company may, in accordance with relevant laws and regulations and based on incentive needs, implement medium to long-term incentives for core employees, including directors and senior management, by means of restricted shares, share options, employee stock ownership plans, or other methods. | Article 8 The independent directors of the Company are entitled to receive directors' allowances. |
APPENDIX I
PROPOSED AMENDMENTS TO THE
"REMUNERATION MANAGEMENT POLICY
FOR DIRECTORS AND SENIOR MANAGEMENT"
| No. | Prior to the amendments | After the amendments |
|---|---|---|
| 5 | Article 7 The remuneration of the directors and senior management of the Company consists of basic remuneration and performance-based remuneration. Basic remuneration is the basic compensation received for performing duties in their positions. Performance-based remuneration is the incentive compensation earned for creating value for the Company during the operating period, which is linked to the achievement of corporate performance indicators such as return on assets, operating revenue, net profit, sustainable development performance and other metrics, as well as individual performance contributions. | Article 9 The remuneration of the senior management of the Company consists of basic remuneration, performance-based remuneration and medium to long-term incentive income, as detailed below: |
(1) Basic remuneration is the basic compensation received for performing duties in their positions;
(2) Performance-based remuneration is the incentive compensation earned for creating value for the Company during the operating period, which is linked to the achievement of corporate performance indicators such as return on assets, operating revenue, net profit, sustainable development performance and other metrics, as well as individual performance contributions;
(3) Medium to long-term incentive income is income linked to the results of medium to long-term assessment and evaluation. The Company may, in accordance with relevant laws and regulations and based on incentive needs, implement medium to long-term incentives for core employees, including senior management, by means of restricted shares, options, employee stock ownership plans or other methods;
(4) The specific components of the above-mentioned basic remuneration, performance-based remuneration and medium to long-term incentive income shall be determined in accordance with the requirements of the Corporate Governance Code for Listed Companies (as amended from time to time) and other relevant laws and regulations, taking into account the actual circumstances of the Company and the individual assessment results of the senior management. |
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APPENDIX I
PROPOSED AMENDMENTS TO THE
"REMUNERATION MANAGEMENT POLICY
FOR DIRECTORS AND SENIOR MANAGEMENT"
| No. | Prior to the amendments | After the amendments |
|---|---|---|
| 6 | Article 9 The payment of remuneration to directors and senior management who receive remuneration from the Company shall be carried out in accordance with the Company’s internal remuneration payment policy. The allowances of the independent directors shall be paid on a monthly basis starting from the month following the date on which the general meeting passes the resolution on their appointment or remuneration. | Article 10 The payment of remuneration to directors and senior management who receive remuneration from the Company shall be carried out in accordance with the Company’s internal remuneration payment policy. The allowances of non-independent directors who do not hold management positions and the independent directors shall be paid on a monthly basis starting from the month following the date on which the general meeting passes the resolution on their appointment or allowances. |
The determination and payment of performance-based remuneration and medium to long-term incentive income of directors and senior management who receive remuneration from the Company shall be based primarily on performance evaluation. The Company shall determine that a certain percentage of the performance-based remuneration of directors and senior management shall be paid after the disclosure of the annual report and the performance evaluation, and the performance evaluation shall be conducted based on audited financial data. |
| 7 | Chapter 5 Recovery and—Clawback of Remuneration
Article 11 Under the authorisation of the Board, the Remuneration Committee of the Board of the Company shall assess whether it is necessary to initiate the recovery and Clawback mechanism for performance-based remuneration in respect of specific directors or senior management. | Chapter 5 Withholding and Recovery of Remuneration
Article 12 Under the authorisation of the Board, the Remuneration Committee of the Board of the Company shall assess whether it is necessary to initiate the withholding and recovery mechanism for performance-based remuneration and medium to long-term incentive income in respect of specific directors or senior management. |
– I-3 –
APPENDIX I
PROPOSED AMENDMENTS TO THE
"REMUNERATION MANAGEMENT POLICY
FOR DIRECTORS AND SENIOR MANAGEMENT"
| No. | Prior to the amendments | After the amendments |
|---|---|---|
| 8 | Article 12 Where, in any assessment year during the term of office of a director or senior management of the Company, any of the following circumstances occurs, the Remuneration Committee of the Board shall consider and decide whether to reduce or withhold the remuneration of such director or senior management for that year, or to recover part or all of the performance-based remuneration already paid: |
(1) being publicly censured by a stock exchange or declared as an unsuitable candidate;
(2) being subject to administrative penalties imposed by the China Securities Regulatory Commission or the Hong Kong Securities and Futures Commission for material violation of laws or regulations;
(3) other circumstances determined by the Board or the Remuneration Committee of the Company as constituting a serious violation of relevant government or Company regulations, or causing significant losses to the Company. | Article 13 Where, in any assessment year during the term of office of a director or senior management of the Company, any of the following circumstances occurs, the Remuneration Committee of the Board shall consider and decide whether to reduce or withhold the remuneration and medium to long-term incentive income of such director or senior management for that year, or to recover part or all of the performance-based remuneration already paid:
(1) being publicly censured by a stock exchange or declared as an unsuitable candidate;
(2) being subject to administrative penalties imposed by the China Securities Regulatory Commission or the Hong Kong Securities and Futures Commission for material violation of laws or regulations;
(3) having breached duties and caused losses to the Company, or being at fault for violations or misconduct such as financial fraud, fund misappropriation, illegal guarantees, or other illegal or irregular acts;
(4) the Company restates its financial reports retrospectively due to misstatements such as financial fraud;
(5) other circumstances determined by the Board or the Remuneration Committee of the Company as constituting a serious violation of relevant government or Company regulations, or causing significant losses to the Company. |
– I-4 –
APPENDIX I
PROPOSED AMENDMENTS TO THE
"REMUNERATION MANAGEMENT POLICY
FOR DIRECTORS AND SENIOR MANAGEMENT"
| No. | Prior to the amendments | After the amendments |
|---|---|---|
| 9 | Article 14 The basis for adjusting the remuneration of the directors and senior management of the Company is as follows: |
(1) the profitability of the Company.
(2) individual performance, including but not limited to the performance of directors and senior management in strategic planning, operation and management, risk control, team building, and other aspects, as well as the extent of their individual contributions to the Company’s performance.
(3) the inflation level. The Company shall take the inflation level as a reference basis for remuneration adjustment, so as to ensure that the real purchasing power of the remuneration is not reduced.
(4) individual adjustments due to changes in position.
(5) changes in incentive policies. | Article 15 The basis for adjusting the remuneration of the directors and senior management of the Company is as follows:
(1) the operating conditions of the Company.
(2) individual performance, including but not limited to the performance of directors and senior management in strategic planning, operation and management, risk control, team building, and other aspects, as well as the extent of their individual contributions to the Company’s performance.
(3) the inflation level. The Company shall take the inflation level as a reference basis for remuneration adjustment, so as to ensure that the real purchasing power of the remuneration is not reduced.
(4) individual adjustments due to changes in position.
(5) changes in incentive policies. |
Due to the addition and deletion of clauses, the sequence numbers involved in the relevant chapters and clauses of the "Remuneration Management Policy for Directors and Senior Management" shall be adjusted accordingly, and such changes will not be further addressed separately.
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NOTICE OF ANNUAL GENERAL MEETING
比亞迪股份有限公司
BYD COMPANY LIMITED
(A joint stock company incorporated in the People's Republic of China with limited liability)
Stock Code: 01211 (HKD counter) and 81211 (RMB counter)
Website: http://www.bydglobal.com
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an annual general meeting (the "AGM") of BYD Company Limited (the "Company") will be held at 10:00 a.m. on Tuesday, 9 June 2026 at the Company's Conference Room, No. 3009, BYD Road, Pingshan District, Shenzhen, the People's Republic of China to consider and, if thought fit, pass the following resolutions:
By way of ordinary resolutions:
- To consider and approve the report of the Board of Directors of the Company for the year ended 31 December 2025.
- To consider and approve the audited financial statements of the Company for the year ended 31 December 2025.
- To consider and approve the Company's annual report and its summary for the year ended 31 December 2025.
- To consider and approve the profit distribution plan of the Company for the year ended 31 December 2025.
- To consider and approve the appointment of Ernst & Young Hua Ming LLP as the Company's sole external auditor and internal control audit institution for the financial year of 2026 and to hold office until the next annual general meeting of the Company, and to authorise the Board, and the Board further authorises the management of the Company to determine their remuneration.
- To consider and approve the provision of guarantees by the Company and its subsidiaries from the date on which this resolution is passed until the date of the conclusion of the next annual general meeting of the Company, with details set out as follows:
(a) provision of guarantee by the Company in respect of the banking and other institutional credit businesses and other businesses of the subsidiaries controlled by the Company within the PRC, and provision of guarantee in
NOTICE OF ANNUAL GENERAL MEETING
respect of the banking and other institutional credit businesses and other businesses of the subsidiaries controlled by the Company outside the PRC in accordance with the relevant regulations of the PRC;
(b) provision of cross-guarantee in respect of the banking and other financial institutional credit businesses and other businesses between the subsidiaries controlled by the Company within and outside the PRC in accordance with the relevant regulations of the PRC; and
(c) provision of guarantee by the Company and its subsidiaries in respect of the credit businesses and other businesses of their invested entities within the PRC with banks and other institutions not limited to their respective capital contribution ratios, and provision of guarantee in respect of the credit businesses and other businesses of their invested entities outside the PRC with banks and other institutions not limited to their respective capital contribution ratios and according to the relevant regulations of the PRC, with the total guaranteed amount not exceeding RMB33.515 billion (including equivalent foreign currencies). The Company will, in accordance with Article 6 of the Company's Policy of External Guarantee (October 2025) (《對外擔保制度(2025年10月)》), require the guaranteed party to provide counter-guarantee to the Company, or have a third party recommended by the guaranteed party and approved by the Company to provide counter-guarantee to the Company in the form of guarantee or otherwise. The provider of such counter-guarantee shall have the actual ability to perform the obligation. In addition, the Company's provision of any guarantee shall also strictly comply with the relevant regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange.
The total amount of the guarantees to be provided by the Company and subsidiaries controlled by the Company within and outside the PRC pursuant to paragraphs (a) and (b) above shall not exceed RMB150 billion (including equivalent foreign currency), in which the amount of guarantee to be provided by the Company shall not exceed RMB140 billion (including equivalent foreign currency) for its controlled subsidiaries with the gearing ratio of 70% (inclusive) and above (as of the end of 2025) and the amount of guarantee to be provided by the Company shall not exceed RMB10 billion (including equivalent foreign currency) for its controlled subsidiaries with the gearing ratio of less than 70% (as of the end of 2025).
The Company has no plan to provide guarantees to its directors, senior management, or related parties in which it holds no direct or indirect equity interest, other than to the Company's majority-owned subsidiaries and the investee companies of the Company and its majority owned subsidiaries as set forth in paragraphs (a), (b) and (c) above.
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NOTICE OF ANNUAL GENERAL MEETING
By way of special resolutions:
- To consider and approve:
(a) the grant to the Board a general mandate to allot, issue and deal with additional H Shares in the capital of the Company subject to the following conditions (including securities convertible into H Shares and any sale or transfer of treasury shares (as defined in the Listing Rules) listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (if any)):
(i) that the aggregate nominal amount of H Shares of the Company allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Board pursuant to the general mandate shall not exceed 20 per cent of the aggregate nominal amount of H Shares of the Company in issue (excluding treasury shares, if any);
(ii) that the exercise of the general mandate shall be subject to all governmental and/or regulatory approval(s), if any, and applicable laws (including but not limited to, the Company Law of the PRC and the Rules (the "Listing Rules") Governing the Listing of Securities on the Stock Exchange);
(iii) that the general mandate shall remain valid until the earliest of (1) the conclusion of the next annual general meeting of the Company; (2) the expiration of a 12-month period following the passing of this resolution; or (3) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the Shareholders of the Company in a general meeting; and
(b) the authorisation to the Board to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary or expedient in connection with the allotment and issue of any new shares pursuant to the exercise of the general mandate referred to in paragraph (a) of this resolution.
- To consider and approve:
(a) subject to paragraph 8(c) below and pursuant to the Listing Rules, the exercise by the board of directors of BYD Electronic (International) Company Limited ("BYD Electronic") during the Relevant Period (as defined below) of all the powers of BYD Electronic to allot, issue and deal with additional shares of BYD Electronic (including any sale or transfer of treasury shares (as defined in the Listing Rules) listed on the Stock Exchange, if any) and to make or grant offers, agreements and options (including bonds, warrants, corporate bonds
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NOTICE OF ANNUAL GENERAL MEETING
and other securities which carry rights to subscribe for or are convertible into shares of BYD Electronic) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
(b) the approval in paragraph 8(a) above shall authorise the board of directors of BYD Electronic during the Relevant Period (as defined below) to make or grant offers, agreements and options (including bonds, warrants, corporate bonds and other securities which carry rights to subscribe for or are convertible into shares of BYD Electronic) which would or might require the exercise of such power after the end of the Relevant Period;
(c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued from time to time by the board of directors of BYD Electronic pursuant to the approval in paragraph 8(a) above (including any sale or transfer of treasury shares listed on the Stock Exchange, if any), otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, corporate bonds, notes or other securities issued by BYD Electronic carrying rights to subscribe for or are convertible into shares of BYD Electronic; or (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to the employees of BYD Electronic and/or any of its subsidiaries or any other eligible person(s) of shares or right to acquire shares of BYD Electronic; or (iv) an issue of shares as scrip dividend pursuant to the articles of association of BYD Electronic, shall not exceed 20 per cent of the number of issued shares of BYD Electronic (excluding treasury shares) as at the date of passing the ordinary resolution as referred to in the notice of annual general meeting of BYD Electronic to be held on 9 June 2026 (the "BYD Electronic Resolution") (subject to adjustment in the case of any conversion of any or all of the shares into a larger or smaller number of shares after passing of the BYD Electronic Resolution), and the said approval shall be limited accordingly; and
(d) for the purposes of this special resolution No. 8:
"Relevant Period" means the period from the passing of the BYD Electronic Resolution until the earliest of:
(i) the conclusion of the next annual general meeting of BYD Electronic;
(ii) the expiration of the period within which the next annual general meeting of BYD Electronic is required to be held by the articles of association of BYD Electronic or any applicable law; or
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NOTICE OF ANNUAL GENERAL MEETING
(iii) the date on which the authority given under the BYD Electronic Resolution is revoked or varied by ordinary resolution of the shareholders of BYD Electronic in general meeting of BYD Electronic; and
"Rights Issue" means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares of BYD Electronic, open for a period fixed by the board of directors of BYD Electronic to holders of shares of BYD Electronic (and, where appropriate, to holders of other securities of BYD Electronic entitled to the offer) on the register on a fixed record date in proportion to the then holdings of such shares of BYD Electronic (or, where appropriate, such other securities) of such holders as at that date (subject to such exclusions or other arrangements as the board of directors of BYD Electronic may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to BYD Electronic).
By way of ordinary resolution:
- To consider and approve the amendments to the “Remuneration Management Policy for Directors and Senior Management” of the Company.
By way of a special resolution:
- To consider and approve:
(a) pursuant to the relevant laws and regulations, the articles of association of the Company (the “Articles of Association”) and the actual circumstances, the proposed new issuance by the Company and its subsidiaries of domestic and overseas debt financing instruments with a principal amount of not more than RMB50 billion (including its equivalent in foreign currencies) in the domestic and overseas bond markets. The relevant debt financing instruments include but are not limited to short-term financing notes, super short-term financing notes, medium-term notes, corporate bonds, enterprise bonds, asset-backed securities (ABS), asset-backed notes (ABN), REITs and REIT-like products, offshore RMB bonds and foreign currency bonds, domestic exchangeable bonds, convertible bonds convertible into overseas-listed H Shares of the Company, and other RMB or foreign currency debt financing instruments, as well as financing from trust plans initiated and established by trust companies, and financing from insurance asset management products such as insurance fund debt investment plans initiated and established by insurance asset management companies. If convertible bonds are to be issued, the principal amount of a single issuance shall not exceed USD2 billion or its US dollar
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NOTICE OF ANNUAL GENERAL MEETING
equivalent, and the new H Shares to be converted by the holders of the convertible bonds may be issued under the general mandate considered and approved at a general meeting of the Company.
(b) the grant of an unconditional authorisation to the Board (or Directors authorized by the Board) to, within the bond issuance limit described in resolution (a), determine and handle matters including but not limited to determining the actual issue amount, interest rate, term, and issue targets of the relevant debt financing instruments and the use of proceeds (the use of proceeds typically includes, among other things, meeting the Company's production and operational needs, adjusting the debt structure, replenishing working capital, and/or project investments); preparing, executing and disclosing all necessary documents; and handling other relevant matters in connection with the issuance of debt financing instruments under this resolution.
By way of ordinary resolution:
- To consider and approve the purchase of liability insurance for the Company and all its Directors, senior management and other relevant personnel, and, subject to the authorisation of the general meeting, to approve the Board's delegation of authority to the Chairman of the Company or his/her authorized person(s) to approve and handle matters relating to the purchase of liability insurance for the Company and all its Directors and senior management (including but not limited to determining other relevant responsible personnel, selecting the insurance company, determining the insured amount, premium and other insurance terms, signing relevant legal documents and handling other matters relating to the taking out of insurance), provided that the aggregate limit of indemnity does not exceed RMB100 million per year, and to handle matters relating to the renewal or re-insuring of such liability insurance upon or before the expiry of the aforementioned liability insurance contracts.
By Order of the Board
Wang Chuan-fu
Chairman
Shenzhen, the PRC, 22 April 2026
- AGM-6 -
NOTICE OF ANNUAL GENERAL MEETING
Notes:
(A) For the purpose of determining the eligibility of the shareholders to attend and vote at the AGM, the record date is 9 June 2026 (Tuesday). In order to determine the list of shareholders of the Company who will be entitled to attend and vote at the AGM, the registers of members of the Company will be closed from Thursday, 4 June 2026 to Tuesday, 9 June 2026, both days inclusive, during which no transfer of H Shares in the share capital of the Company with a nominal value of RMB1.00 each, which are traded in Hong Kong dollar and listed on the Stock Exchange (“H Shares”), will be effected. Holders of H Shares whose names appear on the registers of members of the Company on Tuesday, 9 June 2026 shall be entitled to attend and vote at the AGM. In order for the holders of H Shares to qualify to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Wednesday, 3 June 2026 for registration.
(B) Each holder of H Shares may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the AGM (or any adjournment thereof) on his behalf. A proxy need not be a Shareholder of the Company.
(C) Holders of H Shares must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant shareholder of the Company or by a person duly authorized by the relevant shareholder of the Company in writing (a “power of attorney”). If the form of proxy is signed by the person authorized by the relevant shareholder of the Company as aforesaid, the relevant power of attorney and other relevant documents of authorisation (if any) must be notarized. If a corporate shareholder of the Company appoints a person other than its legal representative to attend the AGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate shareholder of the Company or duly signed by the chairman of the Board of Directors or any other person duly authorized by that corporate shareholder of the Company as required by the Articles of Association of the Company.
(D) To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorisation (if any) as mentioned in note (C) above must be delivered to the Company’s H Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited (address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong), not less than 24 hours before the time appointed for the AGM (i.e., no later than 10:00 a.m. (Hong Kong time) on Monday, 8 June 2026) or any adjournment thereof.
(E) Shareholders may contact the Company’s H Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited by telephone at (852) 2862 8555 or by online enquiry at www.computershare.com/hk/en/online_feedback in connection with the AGM.
(F) A shareholder of the Company or his proxy should produce proof of identity when attending the AGM (or any adjournment thereof). If a corporate shareholder’s legal representative or any other person duly authorised by such corporate shareholder attends the AGM (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, proof of designation as legal representative and/or the valid authorisation document (as the case may be).
(G) The AGM (or any adjournment thereof) is expected to last for one day. Shareholders who attend the AGM (or any adjournment thereof) shall bear their own travelling and accommodation expenses.
As at the date of this notice, the Board of Directors of the Company comprises Mr. Wang Chuan-fu being the executive Director, Mr. Lv Xiang-yang and Mr. Xia Zuo-quan being the non-executive Directors, and Mr. Cai Hong-ping, Mr. Zhang Min and Ms. Yu Ling being the independent non-executive Directors.
- AGM-7 -