Shanghai Henlius Biotech, Inc. — Proxy Solicitation & Information Statement 2013

Apr 22, 2013

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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, 7 June 2013 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)	For (note 4)	For (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
		2012.
	2.	To consider and approve the report of the supervisory committee of the Company for the
		year 2012.
	3.	To consider and approve the audited financial statements of the Company for the year 2012.
	4.	To consider and approve annual report of the Company for the year 2012 and the summary
		thereof.
	5.	To consider and approve the profit distribution plan of the Company for the year 2012.
	6.	To appoint auditors for the financial year of 2013 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.
	**By **	way of special resolutions:
	7.	To consider and approve the Company and subsidiaries controlled by the Company to
		provide guarantee in respect of the banking and other financial institution credit businesses
		of the leasing company in respect of sales of new energy vehicles.
	8.	To consider and approve the provision of guarantee by the Group.
	9.	To consider and approve the reduction of total investment in the Shenzhen mobile phone
		lithium battery project.

			Resolutions			For (note 4)	Against (note 4)
	10.	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.
	11.	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.