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Shanghai Henlius Biotech, Inc. Proxy Solicitation & Information Statement 2008

Oct 17, 2008

50763_rns_2008-10-17_db8c741c-5456-48a7-8cd3-f757a0823c59.pdf

Proxy Solicitation & Information Statement

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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: 1211)

Proxy form for holders of H Shares for use at the Class Meeting of the holders of H Shares or any adjournment thereof

I/We [(note][1)]

(note 1)

of 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 of or failing him of as my/our proxy to attend and act for me/us at the Class Meeting of the holders of H Shares of the Company to be held on Wednesday, 3 December, 2008 at 10:00 a.m. (or as soon as the extraordinary general meeting of the Company shall have been concluded or adjourned) or any adjournment thereof at the Company’s Conference Room at No. 3001, Hengping Road, Pingshan, Longgang, 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. Unless otherwise indicated, capitalised terms used in this proxy form shall have the same meanings as those defined in the circular of the Company dated 18 October 2008 relating to, among other things, subscription of new H Shares by MidAmerican Energy.

SPECIAL RESOLUTIONS IN RESPECT OF DIRECT ISSUE OF NEW H SHARES TO For [(note][4)] Against [(note][4)] MIDAMERICAN ENERGY (I) To approve, confirm and ratify the Subscription Agreement; to approve, confirm and ratify the authorisation of Mr. Wang Chuan-fu to execute the Subscription Agreement and other related legal documents and to approve the implementation of the Direct New Issue by the Company on and subject to the following principal terms and conditions: A. Type of shares to be issued: H Shares B. Nominal value: nominal value of RMB1.00 per share C. Number of shares to be issued: 225,000,000 H Shares (representing (i) approximately 10.98% of the total registered capital and approximately 39.61% of the H Shares in issue before the issue and (ii) approximately 9.89% of the total registered capital and approximately 28.37% of the total H Shares in issue after the issue) D. Issue price: HK$8.00 per share E. Gross proceeds raised: HK$1,800 million; net proceeds raised (after deduction of expenses for the issue): approximately HK$1,793 million F. Use of net proceeds: the proceeds raised from the Direct New Issue are proposed to be used on the following: (i) the research and development project on automobile accessories and electric vehicles; and (ii) general working capital and repayment of bank loans G. Method of issue: direct issue and allotment to MidAmerican Energy (a subsidiary of Berkshire Hathaway Inc.) or its wholly-owned subsidiary (II) To authorise the Board or a Director authorised by the Board to deal with any matters or take any actions in connection with the Direct New Issue, including but not limited to the following: A. to execute any agreement, contract or other documents in connection with the Direct New Issue; B. to apply for and obtain the approvals for the Direct New Issue from the China Securities Regulatory Commission, the supervisory authorities on commerce and all other relevant governmental authorities, the approvals for the amendments to the Articles from the supervisory authorities on commerce, the approval for the listing of and permission to deal in the shares to be issued under the Direct New Issue from the Stock Exchange and to prepare, deal with and despatch any related announcement, circular and all other documents required by the Stock Exchange and the Listing Rules; C. to agree to such amendments or waivers of matters in relation to the terms and conditions of the Subscription Agreement and the Direct New Issue as the Board and such Director considers to be in the interests of the Company and to execute other related supplemental agreement and legal documents; and D. to deal with the issue and allotment of 225,000,000 H Shares to MidAmerican Energy (or its wholly-owned subsidiary) pursuant to the Subscription Agreement

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 for the holders of H Shares of the Company 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

  7. 17th Floor, Hopewell Centre

  8. 183 Queen’s Road East Wanchai Hong Kong

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