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Shanghai Henlius Biotech, Inc. Proxy Solicitation & Information Statement 2009

Jan 21, 2009

50763_rns_2009-01-21_e117ce5a-40b7-45ae-8db1-6f5e55ccd7c5.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in BYD Company Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular does not constitute, or form part of, an offer or invitation, or solicitation or inducement of an offer, to subscribe for or purchase any of the shares or other securities of the Company, nor is this circular calculated to invite offers for any shares or other securities of the Company.

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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)

Website: http://www.byd.com.cn

PROPOSED ISSUE OF MEDIUM-TERM NOTES IN THE PRC, PROPOSED SUPPLY OF CORPORATE COMMUNICATIONS THROUGH COMPANY’S WEBSITE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 7 of this Circular.

A notice convening the EGM of BYD Company Limited 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 Monday, 9 March 2009 at 10 a.m. is set out on pages 8 to 12 of this Circular.

If you intend to attend the meeting, you are required to complete and return the reply slip enclosed herein in accordance with the instructions printed thereon as soon as possible and in any event not later than Monday, 16 February 2009.

Whether or not you are able to attend the meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

22 January 2009

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-7
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-4
2. Proposed issue of Medium-Term Notes in the PRC . . . . . . . . . . . . . . . . . . . . . . . . . 4-5
3. Proposed supply of Corporate Communications through Company’s website . . . . . . 5-6
4. The EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. Closure of Registers of Members of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
**Notice of ** EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-12

— i —

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context otherwise requires:

  • “Announcement”

the announcement of the Company dated 19 January 2009

  • “Articles”

the articles of association of the Company

  • “Board”

the board of Directors

  • “Company”

BYD Company Limited (比亞迪股份有限公司 ) , a joint stock limited company incorporated in the PRC with limited liability, the H Shares of which are listed on the Stock Exchange

  • “Corporate Communications”

means any document issued or to be issued by the Company for the information of or actions by any Shareholder, including but not limited to, (a) directors’ report, annual reports, annual accounts of the Company together with auditors’ report and (where applicable) summary financial report of the Company; (b) interim reports and (where applicable) summary of interim report; (c) notices of meetings; (d) listing documents; (e) circulars; and (f) proxy forms

  • “Director(s)” director(s) of the Company

  • “Domestic Shares”

  • domestic shares of nominal value of RMB1.00 each in the registered capital of the Company, which are subscribed for or credited as fully paid up in RMB

  • “EGM”

  • extraordinary general meeting of the Shareholders to be convened and held at the Company’s Conference Room at No. 3001, Hengping Road, Pingshan, Longgang, Shenzhen, Guangdong Province, the People’s Republic of China on Monday, 9 March 2009 at 10 a.m. for the purpose of approving, among other things, the proposed issue of Medium-Term Notes and the proposed supply of Corporate Communications to the H Shareholders through Company’s website

  • “H Shareholder(s)” holder(s) of H Shares

  • “H Shares”

  • overseas listed foreign shares of nominal value of RMB 1.00 each in the registered capital of the Company which are subscribed for and traded in HK$

  • “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

— 1 —

DEFINITIONS
“Listing Rules” Rules Governing the Listing of Securities on the Stock
Exchange
”Medium-Term Notes” Medium-Term Notes with an aggregate principal amount of
not more than RMB4 billion proposed to be issued by the
Company
“PRC” the People’s Republic of China and, for the purpose of this
circular,
excludes
Hong
Kong,
the
Macau
Special
Administrative Region of the PRC and Taiwan
“Shareholder(s)” holders(s) of the share(s) of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“RMB” Renminbi, the lawful currency of the PRC

— 2 —

LETTER FROM THE BOARD

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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)

Website: http://www.byd.com.cn

Board of Directors: Legal Address: Executive Directors Yan An Road Mr. Wang Chuan-fu Kuichong Longgang District Non-executive Directors Shenzhen Mr. Lu Xiang-yang Guangdong Province Mr. Xia Zuo-quan The PRC Independent Non-executive Directors Principal Place of Business in Hong Kong: Ms. Li Dong Unit 1712, 17th Floor Mr. Wu Chang-qi Tower 2 Mr. Lin You-ren Grand Central Plaza No.138 Shatin Rural Committee Road Shatin, New Territories Hong Kong 22 January 2009 To the Shareholders Dear Sir or Madam,

PROPOSED ISSUE OF MEDIUM-TERM NOTES IN THE PRC,

PROPOSED SUPPLY OF CORPORATE COMMUNICATIONS THROUGH COMPANY’S WEBSITE

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the Announcement in respect of the proposed issue of the Medium-Term Notes in the PRC and the proposed supply of Corporate Communications to the H Shareholders through the Company’s website.

— 3 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding the resolutions set out in the notice of the EGM relating to the details of the proposed issue of the Medium-Term Notes in the PRC and the proposed supply of Corporate Communications to the H Shareholders through the Company’s website.

2. PROPOSED ISSUE OF MEDIUM-TERM NOTES IN THE PRC

On 19 January 2009, the Board approved to propose to the Shareholders the issue of the Medium-Term Notes in the PRC and the submission of such proposal to the EGM for approval of the Shareholders.

Particulars of the proposed issue of the Medium-Term Notes are as follows:

Aggregate principal Not more than RMB4 billion, to be issued in lump sum or in amount: several tranches subject to the prevailing market conditions at the time of issue

Term: 5 years from the date of issue Interest rate: To be determined according to the prevailing market conditions at the time of issue, but in any event expected to be not higher than the best lending rate quoted by the People’s Bank of China for the corresponding period

Target: Only to the institutional investors in the inter-bank bond market in the PRC, save for those prohibited by PRC laws or regulations from subscription (and not general public)

Issue method: To be arranged and underwritten by the financial institution(s) to be engaged by the Company, and each of such financial institution(s) shall be a financial institution registered with the People’s Bank of China

Use of proceeds: It is expected that the proceeds from the issue of the Medium-Term Notes will be used to satisfy operational needs of the Company and its subsidiaries, including but not limited to, funding capital expenditure, supplementing working capital and repaying existing bank loans

It is proposed that an authorisation be granted to the Board or any one Director by the Shareholders at the EGM to generally and unconditionally deal with all matters relating to the issue of the Medium-Term Notes. The authorisation shall include but not limited to:

  • (a) to decide the terms of the issue of the Medium-Term Notes, including but not limited to the principal amount, timing of the issue, the method of the issue, the interest rate and the method to determine the interest rate;

— 4 —

LETTER FROM THE BOARD

  • (b) to select and engage qualified professional intermediaries, including but not limited to selecting and engaging the underwriting institution(s), credit rating authority and legal counsel(s);

  • (c) to undergo all necessary negotiations, amend and execute all relevant agreements and other necessary documents (including but not limited to the applications for approvals of the issue of the Medium-Term Notes, registration report, offering document, underwriting agreement, all announcements and documents for necessary disclosure);

  • (d) to apply for all necessary approvals and conduct all necessary filings and registrations in connection with the Medium-Term Notes, including but not limited to submitting application for registration to relevant authorities in the PRC in relation to issue of the Medium-Term Notes and making necessary amendments to the proposal on issue of the Medium-Term Notes in response to any request from the relevant authorities in the PRC; and

  • (e) to take all necessary actions and deal with or make decisions of all matters relevant to the issue of the Medium-Term Notes.

The proposed issue of the Medium-Term Notes is subject to approval of Shareholders by way of special resolutions at the EGM and conditional upon obtaining necessary approvals from the National Association of Financial Market Institutional Investors (中國銀行間市場交易商協會).

The proposed issue of the Medium-Term Notes may or may not occur, and Shareholders and potential investors are reminded to exercise caution when dealing in the Company’s shares.

The Board believes that the proposed issue of the Medium-Term Notes will provide the Company with additional source of funding at an interest rate which is expected to be not higher than the best lending rate for loans from commercial banks. The Board considers that the issue of the Medium-Term Notes will lower the finance costs of borrowings for the Company and improve the debt structure and therefore is in the interest of the Company and its Shareholders as a whole.

3. PROPOSED SUPPLY OF CORPORATE COMMUNICATIONS THROUGH COMPANY’S WEBSITE

At the meeting of the Board held on 19 January 2009, in view of the amendments made to Rule 2.07A of the Listing Rules which came into effect from 1 January 2009, the Board also approved to seek the Shareholder’s approval at the EGM by way of ordinary resolutions for the use of the Company’s website (http:// www.byd.com.cn) to send or supply Corporate Communications to the H Shareholders provided that the following conditions have been satisfied:

  • (a) that each H Shareholder has been asked individually by the Company to agree that the Company may send or supply general Corporate Communications or specific Corporate Communications to him through its website; and

— 5 —

LETTER FROM THE BOARD

  • (b) the Company has not received any objection from such H Shareholder within a 28-day period beginning with the date on which the Company’s request was sent.

Unless the request sent by the Company did not state clearly what the effect of a failure to respond would be or the request was sent less than 12 months after a previous request in respect of the same class of Corporate Communications, a H Shareholder in relation to whom the above conditions are met is taken to have agreed that the Company may send or supply Corporate Communications through its website.

Approval will also be sought from the Shareholders at the EGM for grant of authority to the Board or any one Director to execute all such documents and/or do all such matters and take all such actions which the Directors may deem necessary or expedient and in the interest of the Company for the purpose of effecting the provision of the Corporate Communications to the H Shareholders through the Company’s website. The Company will make arrangements in due course to ask each of the H Shareholders individually whether they agree that the Company may send or supply Corporate Communications to them through the Company’s website.

The Board considers that the proposed use of the Company’s website to send or supply Corporate Communications to the H Shareholders is an efficient means of communication at lower cost and therefore is in the interests of the Company and the Shareholders as a whole.

4. THE EGM

A notice convening the EGM to be held on Monday, 9 March 2009, at 10 a.m. at the Company’s Conference Room at No. 3001, Hengping Road, Pingshan, Longgang, Shenzhen, Guangdong Province, the People’s Republic of China is set out on pages 8 to 12 of this Circular .

Special resolutions for the proposed issue of Medium-Term Notes and ordinary resolutions for the proposed supply of Corporate Communications to the H Shareholders through the Company’s website will be proposed at the EGM.

No Shareholder is required to abstain from voting in connection with the matters to be resolved at the EGM.

If you intend to attend the meeting, you are required to complete and return the reply slip enclosed herein in accordance with the instructions printed thereon as soon as possible and in any event not later than Monday, 16 February 2009.

Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy attached hereto in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

— 6 —

LETTER FROM THE BOARD

5. CLOSURE OF REGISTERS OF MEMBERS OF THE COMPANY

For the purpose of determining the entitlement for attendance and voting at the EGM, the register of holders of H Shares and the register of holders of Domestic Shares of the Company will be closed from Saturday, 7 February 2009 to Monday, 9 March 2009 (both days inclusive), during which no registration of transfer of H Shares or Domestic Shares will be effected. Holders of H Shares and Domestic Shares whose names appear on the respective registers of members of the Company after 4:30 p.m. on Friday, 6 February 2009 shall be entitled to attend and vote at the EGM. In order for the holders of H Shares to qualify for attendance and voting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited no later than 4:30 p.m. on Friday, 6 February 2009. Holders of Domestic Shares should contact the secretary to the Board for details concerning registration of transfers of Domestic Shares.

Further announcement will be made by the Company to inform the Shareholders of the closure of registers of members of the Company.

6. RECOMMENDATION

The Directors (including the independent non-executive Directors) believe that the proposed issue of the Medium-Term Notes in the PRC and the proposed supply of Corporate Communications to the H Shareholders through the Company’s website are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolutions set out in the notice of the EGM.

Yours faithfully, For and on behalf of the Board WANG Chuan-fu Chairman

— 7 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

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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)

Website: http://www.byd.com.cn

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) 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 Monday, 9 March 2009 at 10 a.m. (or any adjournment thereof) for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions as special/ordinary resolutions of the Company:

SPECIAL RESOLUTIONS

  1. (I) “ THAT the Company be and is hereby approved and authorised to issue medium-term notes (the “ Medium-Term Notes ”) in the People’s Republic of China (“ PRC ”) on the following terms:

Aggregate principal Not more than RMB4 billion, to be issued in lump sum or in amount: several tranches subject to the prevailing market conditions at the time of issue

Term: 5 years from the date of issue

Interest rate:

To be determined according to the prevailing market conditions at the time of issue, but in any event expected to be not higher than the best lending rate quoted by the People’s Bank of China for the corresponding period

Target:

Only to the institutional investors in the inter-bank bond market in the PRC, save for those prohibited by PRC laws or regulations from subscription (and not general public)

Issue method: To be arranged and underwritten by the financial institution(s) to be engaged by the Company, and each of such financial institution(s) shall be a financial institution registered with the People’s Bank of China

— 8 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

Use of proceeds:

It is expected that the proceeds from the issue of the Medium-Term Notes will be used to satisfy operational needs of the Company and its subsidiaries, including but not limited to, funding capital expenditure, supplementing working capital and repaying existing bank loans.”

  • (II) “ THAT the board of directors (the “ Director(s) ”) of the Company or any one Director be and is hereby authorised to generally and unconditionally deal with all matters relating to the issue of the Medium-Term Notes. The authorisation shall include but not limited to:

  • (a) to decide the terms of the issue of the Medium-Term Notes, including but not limited to the principal amount, timing of the issue, the method of the issue, the interest rate and the method to determine the interest rate;

  • (b) to select and engage qualified professional intermediaries, including but not limited to selecting and engaging the underwriting institution(s), credit rating authority and legal counsel(s);

  • (c) to undergo all necessary negotiations, amend and execute all relevant agreements and other necessary documents (including but not limited to the applications for approvals of the issue of the Medium-Term Notes, registration report, offering document, underwriting agreement, all announcements and documents for necessary disclosure);

  • (d) to apply for all necessary approvals and conduct all necessary filings and registrations in connection with the Medium-Term Notes, including but not limited to submitting application for registration to relevant authorities in the PRC in relation to issue of the Medium-Term Notes and making necessary amendments to the proposal on issue of the Medium-Term Notes in responses to any request from the relevant authorities in the PRC; and

  • (e) to take all necessary actions and deal with or make decisions of all matters relevant to the issue of the Medium-Term Notes.”

ORDINARY RESOLUTIONS

  1. (I) “ THAT the Company be and is hereby approved and authorised to send or supply corporate communications (the “ Corporate Communications ”) to the holders of H shares of the Company (“ H Shareholder(s) ”) through the website of the Company provided that the following conditions have been satisfied:

  2. (a) that each H Shareholder has been asked individually by the Company to agree that the Company may send or supply general Corporate Communications or specific Corporate Communications to him through its website; and

— 9 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

  • (b) the Company has not received any objection from such H Shareholder within a 28-day period beginning with the date on which the Company’s request was sent.

Unless the request sent by the Company did not state clearly what the effect of a failure to respond would be or the request was sent less than 12 months after a previous request in respect of the same class of Corporate Communications, a H Shareholder in relation to whom the above conditions are met is taken to have agreed that the Company may send or supply Corporate Communications through its website.

“Corporate Communications” means any document issued or to be issued by the Company for the information of or actions by any shareholder of the Comopany, including but not limited to, (a) directors’ report, annual reports, annual accounts of the Company together with auditors’ report and (where applicable) summary financial report of the Company; (b) interim reports and (where applicable) summary of interim report; (c) notices of meetings; (d) listing documents; (e) circulars; and (f) proxy forms.”

  • (II) “THAT the board of directors (the “ Director(s) ”) of the Company (the “ Board ”) or any one Director be and is hereby authorised to execute all such documents and/or do all such matters and take all such actions which the Board or the Director may deem necessary or expedient and in the interest of the Company for the purpose of effecting Corporate Communications to the H Shareholders through the Company’s website.”

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

Hong Kong 22 January 2009

Notes:

  • (A) The register of holders of H Shares and the register of holders of Domestic Shares of the Company will be closed from 7 February 2009 (Saturday) to 9 March 2009 (Monday) (both days inclusive), during which no transfer of H Shares or Domestic Shares will be effected.

Holders of H Shares whose names appear on the register of H Shares of the Company kept at Computershare Hong Kong Investor Services Limited after 4:30 p.m. on 6 February 2009 (Friday) are entitled to attend and vote at the EGM (or any adjournment thereof) following completion of the registration procedures. To qualify for attendance and voting at the EGM (or any adjournment thereof), documents on transfers of H Shares must be lodged with the Company’s H Share Registrar and Transfer office, not later than 4:30 p.m. on 6 February 2009 (Friday). The address of the Company’s H Share registrar and transfer office is as follows:

Computershare Hong Kong Investor Services Limited Shops 1712-1716 17th Floor, Hopewell Centre 183 Queen’s Road East Hong Kong

— 10 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

Holders of Domestic Shares whose names appear on the register of Shares of the Company after 4:30 p.m. on 6 February 2009 (Friday) are entitled to attend and vote at the EGM (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 H Shares and Domestic Shares intending to attend the EGM (or any adjournment thereof) should complete and return the reply slip for attending the EGM (or any adjournment thereof) personally, by facsimile or by post.

Holders of H Shares should complete and return the reply slip to the Company’s H-Share Registrar and Transfer Office by facsimile at (852) 2865 0990 or by post to (or by depositing it at) Shops 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong such that the reply slip shall be received by the Company’s H-Share Registrar and Transfer Office 20 days before the EGM (i.e. on or before Monday, 16 February 2009).

Holders of Domestic Shares should complete and return the reply slip, by personal delivery, 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 EGM (i.e. on or before Monday, 16 February 2009).

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 H Shares may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the EGM (or any adjournment thereof) on his behalf. A proxy needs not be a shareholder of the Company.

  • (D) Holders of H 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 EGM (or any

— 11 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

  • 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 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 EGM (or any adjournment thereof).

  • (F) Each holder of Domestic Shares who is entitled to attend and vote at the EGM (or any adjournment thereof) may also, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the EGM (or any adjournment thereof) on his behalf. A proxy needs not be a shareholder of the Company. Notes (C) to (E) above also apply to the holders of Domestic Shares, except that, to be valid, the form of proxy and the relevant power of attorney (if any) and other relevant documents of authorization (if any) must be delivered to the Secretary to the Board not less than 24 hours before the time appointed for the EGM (or any adjournment thereof). The address of the Secretary to the Board is stated in note (B) above.

  • (G) A shareholder of the Company or his proxy should produce proof of identity when attending the EGM (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 EGM (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.

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

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

— 12 —