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

Feb 3, 2008

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BYD COMPANY LIMITED

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

(Stock Code: 1211)

FORM OF PROXY

FORM OF PROXY FOR USE BY HOLDERS OF H SHARES OF BYD COMPANY LIMITED (THE COMPANY”) AT AN H SHARES CLASS MEETING OF THE COMPANY (“MEETING”) TO 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 20 MARCH, 2008, THURSDAY AT 11:00 A.M. (OR AS SOON AS THE DOMESTIC SHARES CLASS MEETING OF THE COMPANY SHALL HAVE BEEN CONCLUDED OR ADJOURNED) OR ANY ADJOURNMENT THEREOF.

I/We [(note][1)]

of

being the registered holder(s) of shares (note 2) of RMB1.00 each in the capital of the Company hereby appoint (note 3) the Chairman of the Meeting, or of

or failing him of

to act as my/our proxy at the Meeting to 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 20 March, 2008, Thursday at 11:00 a.m. (or as soon as the Domestic Shares Class meeting of the Company shall have been concluded or adjourned) and at any adjournment thereof and to vote on my/our behalf as directed below [(note][4)] .

		Special Resolutions	Special Resolutions	Special Resolutions		FOR(note 4)	AGAINST(note 4)
	1.	To approve Bonus Issue (as defined in	the Notice of H Shares Class Meeting)
	2.	To approve the A Share Issue (as defined in		the Notice of H Shares Class
		Meeting)
		(1) Class of Shares to be issued
		(2) Total number of A Shares to be issued
		(3) Nominal value of the A Shares
		(4) Target subscribers
		(5) Issue price
		(6) Place of listing
		(7) Use of proceeds
		(8) To establish a special committee of the board of			directors consisting of
		Mr. Wang Chuan-fu, Mr. Lu Xiang-yang		and Mr. Xia Zuo-quan and		subject
		to all applicable laws and regulations, to authorise the special committee
		to implement the A Share Issue in such manner as it deems appropriate,
		expedient or necessary, including making final decisions on matters
		including (without limitation) the specific timing of the issue, the stock
		exchange on which the A Shares are to be listed, final number of A				Shares
		to be issued, offering mechanism, final pricing mechanism, final issue
		price, target subscribers, the number and		proportion of A Shares to be
		issued to each subscriber and the use of		proceeds; and to authorise the
		special committee to take all actions and sign all documents for the
		implementation of the A Share Issue as it deems			necessary or expedient
		(9) To authorise the board of directors	(and	its delegates) at their discretion
		and with full authority sign or execute all necessary documents (including
		but not limited to the preliminary prospectus, the prospectus, underwriting
		agreement, listing agreement and any related announcements), effect and
		carry out necessary formalities (including but not limited to procedures for
		listing of the A Shares on the relevant stock exchange), and take all				other
		necessary actions in connection with the		A Share Issue, as well as to
		handle all registration requirements in relation to changes in the registered
		capital of the Company following the completion of the A Share Issue,

(10) Validity of this resolution Ordinary Resolution 3. To declare and distribute an interim dividend for the six months ended 30 June, 2007 of RMB1.3 per Share to the shareholders of the Company whose names appear on the register of members on 20 March, 2008; and to authorise the board of directors of the Company to take all actions and sign all documents for the declaration of the interim dividend as the board deems necessary or expedient

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Dated this

day of

2008

Shareholder’s Signature

(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 or”, and fill in the name(s) and address(es) of the proxy in the space provided. Each shareholder of the Company entitled to attend and vote at the Meeting (or any adjournment thereof) may appoint one or more proxies to attend and vote at the Meeting (or any adjournment thereof) on his behalf. A proxy needs not be a shareholder of the Company. With respect to any shareholder of the Company who has appointed more than one proxy, the proxy holder may only vote on a poll. 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 authorized in writing. If the form of proxy is signed by your attorney duly authorized in writing, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate shareholder appoints a person other than its legal representative to attend the 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 or duly signed by its director or any other person duly authorized by that corporate shareholder as required by the Articles of Association.

6. To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) must be delivered to the Company’s H-Share Registrar and Transfer office, Computershare Hong Kong Investor Services Limited (address: Shop 1806-07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong), not less than 24 hours before the time appointed for the Meeting (or any adjournment thereof).