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

Oct 17, 2008

50763_rns_2008-10-17_3d139b71-97ab-468f-868c-574f198f58ea.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)

NOTICE OF DOMESTIC SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that a class meeting of holders of Domestic Shares (“ Domestic Share Class Meeting ”) of BYD Company Limited (the “ Company ”) will be held at the Company’s Conference Room at No. 3001, Hengping Road, Pingshan, Longgang, Shenzhen, Guangdong Province, the People’s Republic of China on 3 December, 2008, Wednesday at 11:00 a.m. (or as soon as the class meeting of the holders of H Shares of the Company shall have been concluded or adjourned) or any adjournment thereof for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions:

SPECIAL RESOLUTIONS

THAT the following resolutions in respect of the direct issue of new H Shares to MidAmerican Energy Holdings Company be and are passed by way of special resolutions:

  • (I) Strategic Investment and subscription agreement and direct issue of foreign shares

The strategic investment and subscription agreement (the “ Subscription Agreement ”, a copy of which is produced to the Domestic Share Class Meeting marked “A” and signed by the Chairman of the board of directors of the Company (the “ Board ”) for the purpose of identification) entered into between the Company and MidAmerican Energy Holdings Company (“ MidAmerican Energy ” or the “ Investor ”) on 26 September 2008 in respect of the direct issue of overseas listed foreign shares (“ H Shares ”) by the Company to the Investor (the “ Direct New Issue ”) be and is approved, confirmed and ratified; the authorisation of Mr. Wang Chuan-fu, the Chairman of the Board to execute the Subscription Agreement and other related legal documents be and is approved, confirmed and ratified; and the implementation of the Direct New Issue by the Company on and subject to the following principal terms and conditions be and is approved:

  • A. Type of shares to be issued: H Shares (listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”))

  • 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)

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  • 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) Authorisation for Direct New Issue

To effect the Direct New Issue, the Board or a Director authorised by the Board be and is authorised 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 of Association of the Company 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 as required by the Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

  • 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 or 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.”

By Order of the Board BYD Company Limited WANG Chuan-fu Chairman

18 October 2008 Hong Kong

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Notes:

  • (A) The register of holders of Domestic Shares of the Company will be closed from 3 November, 2008, Monday to 3 December, 2008, Wednesday (both days inclusive), during which no registration of transfer of Domestic Shares will be effected.

Holders of Domestic Shares whose names appear on the register of holders of Domestic Shares of the Company after 4:30 p.m. on 31 October, 2008, Friday, are entitled to attend and vote at the Domestic Share Class Meeting (or any adjournment thereof) following completion of the registration procedures.

Holders of Domestic Shares should contact the secretary to the board (“Secretary to the Board”) of directors of the Company (whose contact details are set out in note (B) below) for details concerning registration of transfers of Domestic Shares.

  • (B) Holders of Domestic Shares intending to attend the Domestic Share Class Meeting (or any adjournment thereof) should complete and return the reply slip for attending the Domestic Share Class Meeting (or any adjournment thereof) personally, by facsimile (at (86 755) 8420 2222) or by post, to the Secretary to the Board such that the reply slip shall be received by the Secretary to the Board 20 days before the Domestic Share Class Meeting (i.e. on or before 12 November, 2008, Wednesday).

The contact details of the Secretary to the Board are as follows:

Secretary to the Board Yan An Road Kuichong Longgang District Shenzhen Guangdong Province The PRC

  • (C) Each holder of Domestic Shares who is entitled to attend and vote at the Domestic Share Class Meeting (or any adjournment thereof) may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the Domestic Share Class Meeting (or any adjournment thereof) on his behalf. A proxy needs not be a shareholder of the Company.

  • (D) Holders of Domestic Shares must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant shareholder of the Company or by a person duly authorized by the relevant shareholder of the Company in writing (a “power of attorney”). If the form of proxy is signed by the person authorized by the relevant shareholder of the Company as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate shareholder of the Company appoints a person other than its legal representative to attend the Domestic Share Class Meeting (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal/chop of the corporate shareholder of the Company or duly signed by its director or any other person duly authorized by that corporate shareholder of the Company as required by the articles of association of the Company.

  • (E) To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in note (D) above must be delivered to the Secretary to the Board not less than 24 hours before the time appointed for the Domestic Share Class Meeting (or any adjournment thereof). The address of the Secretary to the Board is stated in note (B) above.

  • (F) A shareholder of the Company or his proxy should produce proof of identity when attending the Domestic Share Class Meeting (or any adjournment thereof). If a corporate shareholder’s legal representative or any other person authorized by the board of directors or other governing body of such corporate shareholder attends the Domestic Share Class Meeting (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, and proof of designation as legal representative and the valid resolution or authorization document of the board of directors or other governing body of such corporate shareholder (as the case may be) to prove the identity and authorization of that legal representative or other person.

  • (G) The Domestic Share Class Meeting (or any adjournment thereof) is expected to last for half a day. Shareholders who attend the Domestic Share Class Meeting (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

As at the date of this notice, the Board consists of Mr. Wang Chuan-fu being the executive Director, Messrs. Lu Xiang-yang and Xia Zuo-quan being non-executive Directors and Messrs. Li Dong, Wu Chang-qi and Lin You-ren being the independent non-executive Directors.

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