Shanghai Henlius Biotech, Inc. — Proxy Solicitation & Information Statement 2004

Nov 4, 2004

NOTICE OF EXTRAORDINARY GENERAL MEETING

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BYD COMPANY LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1211)

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

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (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.

• (F) Mr. Lin You-ren (“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.

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.

• (G) As at the date of this notice, 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.

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BYD COMPANY LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

Proxy form for holders of H shares for use at the Extraordinary General Meeting and any adjournment thereof

I/We (note 1)

holders of (note 2)

(note 1) being the registered H shares in BYD COMPANY LIMITED

(the “Company”), HEREBY APPOINT (note 3) the Chairman of the meeting

or failing him

of

as my/our proxy to attend and act for me/us at the Extraordinary General Meeting of the Company to be held at Conference Room, Yan An Road, Kuichong, Longgang District, Shenzhen, Guangdong Province, the People’s Republic of China at 11:00 a.m. on Wednesday, 10th November, 2004 and to vote at such meeting in respect of the resolution as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

	Resolution For (note 4) Against (note 4)
	By way of ordinary resolution: To consider and approve the appointment of Mr. Lin You-ren as an independent non-executive director of the Company with effect from 1st October, 2004 for an initial term of 3 years.

Date:

Signature(s) (note 5) :

Notes:

1. Please insert full name(s) and address(es) in block capitals.

2. Please indicate clearly the number of H shares in the Company registered in your name(s) in respect of which the proxy is so appointed. If no such number is inserted, the proxy will be deemed to be appointed in respect of all the H shares in the Company registered in your name(s).

3. Where the proxy appointed is not the Chairman of the meeting, please cross out “the Chairman of the meeting”, and fill in the name(s) and address(es) of the proxy in the space provided. Each shareholder is entitled to appoint one or more than one proxy to attend and vote at the meeting on his behalf. The proxy needs not be a member of the Company. The person who signs this proxy form shall initial against any alteration in it.

4. Important: if you wish to vote for the resolution, tick in the box marked “For”. If you wish to vote against the resolution, tick in the box marked “Against”. Failure to tick any box will entitle your proxy to cast your vote at his discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing (in this case, the power of attorney must be notarially certified) or, in the case of a corporation or institution, either under the corporate seal or under the hand of the chairman of its board of directors or attorney duly authorised in writing.

6. To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority (if applicable), must be deposited at Computershare Hong Kong Investor Services Limited not less than 24 hours before the time appointed for the holding of the meeting.

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

1. Any alteration made to this proxy form must be initialled by the person who sign it.

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BYD COMPANY LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

Confirmation slip for Extraordinary General Meeting

Pursuant to its Articles of Association, the Company Law of the People’s Republic of China (the “PRC”) and the relevant regulations, all shareholders of BYD Company Limited (the “Company”) who wish to attend the extraordinary general meeting of its shareholders at Conference Room, Yan An Road, Kuichong, Longgang District, Shenzhen, the People’s Republic of China to be held on Wednesday, 10th November, 2004 at 11:00 a.m. must complete the following confirmation slip:

	Name: Shareholding — Number of H Shares:
	I.D. No.:
	Telephone No.: Fax:
	Address:

Date:

Signature of shareholder:

Notes:

1. According to the Articles of Association of the Company, the latest date of registration of its shareholders for the purposes of the said extraordinary general meeting is 8th October, 2004, and those shareholders whose names appear on the register of the members of the Company on this day are entitled to attend the extraordinary general meeting upon completion and return of this slip in accordance with notes 5 and 6 below.

2. Please fill in this slip in BLOCK CAPITALS. This slip may be photocopied for use.

3. Please produce copies of identity cards (or passports).

4. Please produce documentary copies that can prove your shareholding.

5. This slip may be returned to the Company by hand, mail or facsimile on or before 19th October, 2004.

6. (1) If it is returned by hand or by post, please use the following address: BYD Company Limited Yan An Road Kuichong, Longgang District Shenzhen Guangdong Province People’s Republic of China

7. (2) If it is returned by fax, please use the following facsimile number: Fax: (86 755) 8420 2222

Attn: Office of the Secretary to the Board of Directors BYD Company Limited