Shanghai Henlius Biotech, Inc. — Proxy Solicitation & Information Statement 2012

Apr 23, 2012

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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)

Proxy form for holders of H Shares for use at the Annual General Meeting (“AGM) or any adjournment thereof

I/We (note 1) of (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

of

or failing him of

as my/our proxy to attend and act for me/us at the Annual General Meeting of the Company (or any adjournment thereof) to be held on Friday, 8 June 2012 at 10:00 a.m. at the Conference Room, No. 3009, BYD Road, Pingshan, Shenzhen, 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.

		Resolutions								For (note 4)		Against (note 4)	Against (note 4)	Against (note 4)
	**By **	way of ordinary resolutions:
	1.	To consider and approve the report of the board of directors of the		Company for the year
		2011.
	2.	To consider and approve the report of the supervisory committee of the Company for					the
		year 2011.
	3.	To consider and approve the audited financial statements of the Company for the year 2011.
	4.	To consider and approve annual report of the Company for the year 2011 and the summary
		thereof.
	5.	To consider and approve the profit distribution plan of the Company for				the year 2011.
	6.	To appoint auditors for the financial year of 2012	and to hold office until the conclusion					of
		the next annual general meeting of the Company,	and to authorise the board of directors of
		the Company to determine their remuneration.
	7.	To consider and approve the compliance manual in relation to connected				transactions.
	8.	To consider and approve the compliance manual in relation to independent directors.
	9.	To consider and approve the management system for the use of funds raised.
	10.	To consider and approve the rules for the selection and appointment of accountants’ firm.
	**By **	way of special resolutions:
	11.	To consider and approve the provision of guarantee by the Group.
	12.	To consider and approve the proposed expansion of the scope of business of the Company
		by including “acting as the General Distributor of	BYD Automobile Co.,			Ltd. to engage in
		the sales, wholesale and exports of passenger vehicles, electric vehicles and their
		components under the BYD brand and to provide	after-sales services” and “sales of battery
		management system, converter cabinet, inverter cabinet/device, junction box, switchboard,
		energy storage unit”.
	13.	To consider and approve the deletion of the existing Article 111 of		the	Articles of
		Association and replacement by “The Company has established the		Board of Directors. The
		Board of Directors comprises six Directors, with one Chairman and one Vice Chairman.”;
		and the addition of the expanded business scope set out in resolution 12				above in Article		11
		of the Articles of Association.
	14.	To consider and approve the rules of procedures of the Shareholders’ General Meetings.
	15.	To consider and approve the rules of procedures of Meetings of the Board of Directors.
	16.	To conside and approve the rules of procedures of Meetings of the		Supervisory Committee.

			Resolutions			For (note 4)	Against (note 4)
	17.	To consider and approve:
		(a)	the grant to the board of directors of the Company (the “Board”) a general mandate
			to allot, issue and deal with additional H shares in the capital of the Company
			subject to the following conditions:-
			(i) that the H shares allotted, issued and dealt with or agreed conditionally or
			unconditionally to be allotted, issued or dealt with by the Board pursuant to
			the general mandate shall not exceed 20 per cent of the total H shares in
			issue;
			(ii) that the exercise of the general mandate is subject to all		governmental and/or
			regulatory approval(s), if any, under the applicable law (including but
			without limitation to the Company Law of the PRC and the Rules Governing
			the Listing of Securities on The Stock Exchange of Hong Kong Limited);
			(iii) that the general mandate shall remain	valid until the earliest of (x) the
			conclusion of the next annual general	meeting of the Company; or (y) the
			expiration of a 12-month period following the passing of this resolution; or
			(z) the date on which the authority set out in this resolution is revoked or
			varied by a special resolution of the shareholders of the		Company in a
			general meeting; and
		(b)	the authorisation to the Board to approve, execute and do or procure to be executed
			and done, all such documents, deeds and things as it may consider necessary in
			connection with the allotment and issue of any new shares pursuant to the exercise
			of the general mandate referred to in paragraph (a) of this resolution.
	18.	To consider and approve a general and unconditional		mandate to the directors of BYD
		Electronic (International) Company Limited (“BYD Electronic”) to allot, issue and otherwise
		deal with new shares of BYD Electronic not exceeding 20 per cent. of the aggregate
		nominal amount of the issued share capital of BYD Electronic.

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: 17M Floor, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

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