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

Jan 16, 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 Extraordinary 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 Extraordinary General Meeting of the Company to be held on Tuesday, 28 February, 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	Against
					(note 4)	(note 4)
1.	The Company be and is hereby authorized, subject to the Administrative
	Measures on Short-term Debentures promulgated by the People’s Bank of China
	(the “PBOC”) and such other applicable rules and regulations, if			any, to issue
	short-term debentures on the	following principal terms:
	(1)Principal amount of debentures to be issued: up to an aggregate principal
	amount of 40% of the	net asset value as shown in the Company’s then
	latest audited consolidated financial statements prepared in accordance
	with PRC Generally Accepted Accounting Rules and Regulations or such
	other limit as may be otherwise prescribed by PBOC in one or multiple
	tranches;
	(2)Interest payable on the debentures:		not higher than the resulting rate of
	the prevailing basic lending rate of PBOC as downwardly adjusted by
	not more than 10%;
	(3)Target subscribers: Institutional investors in PRC domestic inter-bank
	bond market;
	(4)Use of proceeds: subject to the then circumstances of the Group, it is
	currently contemplated that the issue proceeds will be used to refinance
	current bank loans and as working capital for handset related business.
2.	Mr. Wang Chuanfu, president	and director of the Company, be and		is authorized
	to determine and finalise the terms and conditions and any other matters in
	relation to the issue of short-term debentures based on the			then market
	conditions and requirements	of the Group, including the principal amount,
	interest rate and term of the short term debentures as set out in resolution no.
	1 above and to arrange for	the preparation and execution of all necessary
	documents in connection with the proposed issue.

Date:

Signature(s) (note 5) :

Notes:

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

1. 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).

2. 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.

3. 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.

4. 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.

5. 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

6. Any alteration made to this proxy form must be initialled by the person(s) who sign it.