Shanghai Henlius Biotech, Inc. — Proxy Solicitation & Information Statement 2006

Apr 27, 2006

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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 Annual General Meeting and any adjournment thereof

I/We (note 1)

(note 1) being the registered holders of

(note 2) 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 Annual General Meeting of the Company to be held on Tuesday, 23rd May, 2006 at 11:00 a.m. at Conference Room, Yan An Road, Kuichong, Longgang District, Shenzhen, Guangdong Province, the People’s Republic of China and to vote at such meeting in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

	Resolution For (note 4) Against (note 4)	Resolution For (note 4) Against (note 4)
	By way of ordinary resolutions:
	1.	To consider and approve the working report of the Board of Directors of the Company for the year ended 31 December, 2005;
	2	To consider and approve:- (a) the re-appointment of Wang Chuan-fu as a Director with effect from 11th June 2005 for a term of 3 years and to fix his remuneration;
		(b) the re-appointment of Xia Zuo-quan as a Director with effect from 11th June 2005 for a term of 3 years and to fix his remuneration;
		(c) the re-appointment of Lu Xian-yang as a Director with effect from 11th June 2005 for a term of 3 years and to fix his remuneration;
		(d) the re-appointment of Li Guo-xun as a Director with effect from 11th June 2005 for a term of 3 years and to fix his remuneration;
		(e) the re-appointment of Kang Dian as a Director with effect from 11th June 2005 for a term of 3 years and to fix his remuneration;
		(f) to fix the remuneration of Lin You-ren.
	3	To consider and approve:- (a) the re-appointment of Dong Jun-qing as a Supervisor with effect from 11th June 2005 for a term of 3 years and to fix his remuneration;
		(b) the re-appointment of Min De as a Supervisor with effect from 11th June 2005 for a term of 3 years and to fix his remuneration;
		(c) the re-appointment of Wang Zhen as a Supervisor with effect from 11th June 2005 for a term of 3 years and to fix his remuneration;
	4.	To consider and approve the working report of the Supervisory Committee of the Company for the year ended 31 December, 2005;
	5.	To consider and approve the audited financial statements of the Company as at and for the year ended 31 December, 2005;
	6.	To consider and approve the appointment of PricewaterhouseCoopers (certified public accountants in Hong Kong) and PricewaterhouseCoopers Zhong Tian CPAs Ltd. (registered accountants in the PRC (excluding Hong Kong)) as the Company’s international and domestic auditors for the financial year 2006, respectively, to hold office until the conclusion of the following annual general meeting, and to determine their remuneration;
	7.	To consider and approve proposals (if any) put forward at such meeting by any shareholder(s) holding 5 per cent or more of the shares carrying the right to vote at such meeting;

	Resolution For (note 4) Against (note 4)
	By way of special resolutions:
	8. To consider and approve:- (a) the grant to the Board of Directors of the Company a general mandate to allot, issue and deal with additional shares in the capital of the Company, whether domestic shares or H shares, subject to the following conditions:- (i) that the aggregate nominal amount of shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Board of Directors of the Company pursuant to the general mandate shall not exceed 20 per cent of the total nominal amount of shares of the same class of the Company in issue; (ii) that the exercise of the general mandate is subject to all governmental and/or regulatory approval(s), if any, under the applicable law (including but without limitation to the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited); (iii) that the general mandate shall remain valid until the earliest of (x) the conclusion of the next annual general meeting of the Company; or (y) the expiration of a 12-month period following the passing of this resolution; or (z) 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 of Directors of the Company to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary 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.
	9. To consider and approve proposals (if any) put forward at such meeting by any shareholder(s) holding 5 per cent or more of the shares carrying the right to vote at such meeting.

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 any resolution, tick in the box marked “For”. If you wish to vote against any 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 the following address of 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:

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(s) who sign it.