Shanghai Henlius Biotech, Inc. — Board/Management Information 2004

Sep 21, 2004

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BYD Company Limited

(a joint stock company incorporated in the PRC with limited liability)

(Stock Code: 1211)

The Board proposes to appoint Mr. Lin You-ren as an independent non-executive director of the Company. An extraordinary general meeting for confirmation of the appointment is proposed to be convened on 10th November, 2004.

A total of four shareholders of the Company holding approximately in total 53.90% of the total issued share capital of the Company, have by way of written confirmations agreed to, inter alia, the proposed appointment of Mr. Lin You-ren as an independent non-executive director of the Company, and have irrevocably undertaken to vote in favour of the relevant resolution to be proposed at the extraordinary general meeting to be convened by the Company in connection with the appointment.

The board of directors (“Board”) of BYD Company Limited (“Company”) is pleased to announce that, it proposes to appoint Mr. Lin You-ren ( , to be referred to as “Mr. Lin”) as an independent non-executive director of the Company. Mr. Lin has consented to the proposed appointment in writing on 9th September, 2004.

Mr. Lin, age 66, holds a bachelor degree in automobile engineering. He is currently a consultant to the International Cooperation Department of China North Industries Group Corporation ( , to be referred to as “CNGC”). Mr. Lin is very experienced in the PRC automobile industry and has been involved in many important industrial development projects as well as automobile research and development projects in the PRC.

Mr. Lin first joined the 5th Machinery Department ( ) of the Government of the People’s Republic of China (“PRC Government”) in 1962 as a technician. He then joined the 5th Design Institute of the 5th Machinery Department ( ) of the PRC Government as an engineer in 1975. From 1981 to 1982, Mr. Lin studied at the Nanjing Polytechnic University where he completed further studies on business management. In 1984, Mr. Lin was promoted to the position of department head. In 1991, Mr. Lin was engaged by the predecessor of CNGC, the China Ordnance Industry Group ( , to be referred to as “COIG”) where Mr. Lin served as an inspection officer. In 1994, Mr. Lin was appointed as the department head of the Department of Automobile Development and Planning of COIG up until March 1998. In April 1998, Mr. Lin was appointed by COIG as a consultant until June 1999 when COIG underwent a restructuring and CNGC was established. Since July 1999, Mr. Lin has been serving as a consultant to the International Cooperation Department of CNGC for which Mr. Lin does not receive any remuneration. Mr. Lin was a committee member of the Automobile Encyclopaedia Publishing Committee of the China Automobile Engineering Society, a committee member of the Jinlin University Automobile Simulation State-Selected Laboratory and a member of the expert committee of the National Development Bank.

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In accordance with the articles of association of the Company, Mr. Lin’s initial appointment will be for three years. Mr. Lin is not related to any director, senior management or substantial or controlling shareholders of the Company. He is not interested in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong). In accordance with the terms of the service agreement proposed to be entered into between the Company and Mr. Lin, Mr. Lin will be entitled to receive an annual director’s fee of RMB100,000.

In accordance with the articles of association of the Company, the proposed appointment is subject to confirmation/approval by shareholders of the Company by way of ordinary resolution. An extraordinary general meeting of the Company is proposed to be convened on 10th November, 2004. A notice of such meeting is set out below.

A total of four shareholders of the Company holding an aggregate of 290,813,400 domestic shares of the Company, representing approximately 53.90% of the total issued share capital of the Company, have by way of written confirmations agreed to, inter alia, the proposed appointment of Mr. Lin as an independent non-executive director of the Company, and have irrevocably undertaken to vote in favour of the resolution to be proposed at the extraordinary general meeting to be convened by the Company in connection with the appointment.

By order of the Board Wu Jing-sheng Company secretary

Hong Kong, 21st September, 2004

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting (the “Extraordinary General Meeting”) of BYD Company Limited (the “Company”) will be held at 11:00 a.m. on Wednesday, 10th November, 2004 at Conference Room, Yan An Road, Kuichong, Longgang District, Shenzhen, Guangdong Province, People’s Republic of China to consider and, if thought fit, to pass the following resolution:-

ORDINARY RESOLUTION

“THAT Mr. Lin You-ren be appointed as an independent non-executive director of the Company with effect from 1st October, 2004 for an initial term of 3 years and in accordance with, inter alia, the terms as set out in the announcement of the Company dated 21st September, 2004, and that the board of directors be authorised to handle all issues in connection with the appointment of Mr. Lin.”

By order of the Board Wu Jing-sheng Company secretary

Hong Kong, 21st September, 2004

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Notes:

• (A) Holders of the Company’s overseas listed foreign invested shares (in the form of H shares) whose names appear on the Company’s Register of Members which is maintained by Computershare Hong Kong Investor Services Limited at the close of business on Friday, 8th October, 2004 are entitled to attend and vote at the Extraordinary General Meeting after completing the registration procedures for attending the meeting.

• (B) Holders of H shares, who intend to attend the Extraordinary General Meeting, must complete and return the written replies for attending the Extraordinary General Meeting to the Office of the Secretary of the Board of Directors of the Company no later than Tuesday, 19th October, 2004.

Shareholders can deliver the written replies in person, by post or by facsimile.

Details of the Office of the Secretary to the Board of Directors of the Company are as follows:

Yan An Road Kuichong, Longgang District Shenzhen Guangdong Province PRC Tel: (86-755) 8421 8888 Fax: (86-755) 8420 2222

• (C) Each holder of H shares who has the right to attend and vote at the Extraordinary General Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Extraordinary General Meeting. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing. If the instrument appointing a proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarially certified. Instrument appointing a proxy of any holder of H shares (being a body corporate) must be affixed with the corporate seal of such holder of H shares or duly signed by the chairman of its board of directors or by its authorized attorney. For holders of H shares, the power of attorney or other documents of authorization and proxy forms must be delivered to Computershare Hong Kong Investor Services Limited no less than 24 hours before the time appointed for the holding of the Extraordinary General Meeting in order for such documents to be valid.

• (D) The Company’s Register of Members will be closed from 11th October, 2004 to 10th November, 2004 (both days inclusive), during which time no transfer of shares will be registered. Transferees of H shares who wish to attend the Extraordinary General Meeting must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to Computershare Hong Kong Investor Services Limited by no later than 4:00 p.m. on 8th October, 2004 for completion of the registration of the relevant transfer in accordance with the articles of association of the Company.

Computershare Hong Kong Investor Services Limited’s address is as follows: Shops 1712-1716 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

• (E) The Extraordinary General Meeting is expected to last not more than one day. Shareholders or proxies attending the Extraordinary General Meeting are responsible for their own transportation and accommodation expenses.

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• (F) Please refer to the above announcement of the Company dated 21st September, 2004 for the biography of Lin You-ren.

• (G) As at the date of this announcement, the executive directors of the Company are: Wang Chuan-fu and Xia Zuo-quan; the non-executive director of the Company is: Lu Xiang-yang; the independent non-executive directors of the Company are: Li Guo-xun and Kang Dian.

Please also refer to the published version of this announcement in The Standard.

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