Shanghai Henlius Biotech, Inc. — Proxy Solicitation & Information Statement 2014

Oct 29, 2014

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.

This circular, for which the directors (“Directors”) of BYD Company Limited (the “Company”, together with its subsidiaries, the “Group”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

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

If you have sold or otherwise transferred all your shares in the Company, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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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)

PROPOSED CONDUCTING OF LEASING BUSINESS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “ EGM ”) of the Company to be held on Wednesday, 17 December 2014 at 9:00 a.m. at the Conference Room, No. 3009, BYD Road, Pingshan, Shenzhen, the People’s Republic of China, is set out in pages EGM-1 to EGM-3 to this circular. A proxy form (the “ Proxy Form ”) containing the proposed resolutions is enclosed herewith. The Proxy Form will also be published on the website of the Hong Kong Stock Exchange (www.hkex.com.hk). Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying Proxy Form in accordance with the instructions printed thereon and return it as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM or any adjourned EGM should you so wish.

30 October 2014

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**Letter **	from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	Proposed Conducting of Leasing Business . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	The EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
4.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
**Notice **	of The Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

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

• “A Share(s)” ordinary domestic share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Shenzhen Stock Exchange and traded in RMB;

• “Board” the board of Directors of the Company; “China” or “PRC” the People’s Republic of China; “Company” BYD Company Limited, a joint stock limited company incorporated in the PRC;

• “Director(s)” the director(s) of the Company; “EGM” the extraordinary general meeting of the Company which is scheduled to be held at the Conference Room, No. 3009, BYD Road, Pingshan, Shenzhen, the PRC on 17 December 2014 at 9:00 a.m.;

• “Group” the Company and its subsidiaries from time to time; “H Share(s)” ordinary overseas listed foreign invested share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in Hong Kong Dollar;

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC;

• “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited; “International Leasing” Shenzhen BYD International Financial Leasing Co., Ltd.* (深圳比亞迪國際融資租賃有限公司);

• “Listing Rules” the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange;

• “RMB” Renminbi, the lawful currency of the PRC; “Share(s)” A Share(s) and H Share(s); “Shareholder(s)” registered holder(s) of the Shares.

– 1 –

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)

Board of Directors: Executive Director Mr. Wang Chuan-fu

Non-executive Directors

Mr. Lv Xiang-yang Mr. Xia Zuo-quan

Independent Non-executive Directors Mr. Wang Zi-dong Mr. Zou Fei Ms. Zhang Ran

Registered Office:

LEGAL ADDRESS

Yan An Road Kuichong Longgang District Shenzhen Guangdong Province The PRC

PRINCIPAL PLACE OF BUSINESS IN HONG KONG

Unit 1712, 17th Floor Tower 2 Grand Central Plaza No. 138 Shatin Rural Committee Road Shatin, New Territories Hong Kong

30 October 2014

To the Shareholders

Dear Sir or Madam,

PROPOSED CONDUCTING OF LEASING BUSINESS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with the information in connection with certain resolutions to be proposed at the EGM to enable you to make a decision on whether to vote for or against the relevant resolutions at the EGM, and to give you the notice of the EGM.

– 2 –

LETTER FROM THE BOARD

2. PROPOSED CONDUCTING OF LEASING BUSINESS

In order to mobilise inventories, to expand financing channels, to optimise financing mix, and to reduce financing costs, the Company and its controlling subsidiaries intend to conduct the leasing business in both the direct financial leasing model and the after-sales leaseback model with International Leasing in a total transaction amount of equipment leasing not exceeding RMB4.5 billion within three years from the approval date of this resolution.

According to Mr. WU Jing-sheng, the Senior Vice President, Chief Financial Officer and Board Secretary of the Company, who acts as the legal representative of International Leasing, International Leasing and the Company are connected parties under the Listing Rules of Governing the Listing of Securities on The Shenzhen Stock Exchange* (《深圳證券交易所股 票上市規則》). The leasing business cooperation between the Company and its controlling subsidiaries and International Leasing constitutes a connected transaction, and take effect after approval of Shareholders of the Company. As such, it is necessary to obtain approval for the above matters at the EGM.

For details, please refer to the ordinary resolution No. 1 set out in the notice of EGM.

3. THE EGM

The EGM is to be held on Wednesday, 17 December 2014 at 9:00 a.m. at the Conference Room, No.3009, BYD Road, Pingshan, Shenzhen, the PRC. The notice of the EGM dated 30 October 2014 is enclosed with this circular.

The Proxy Form for use at the EGM containing the relevant proposed resolutions will be delivered to the Shareholders together with this circular on the same day. The Proxy Form will also be published on the website of the Hong Kong Stock Exchange (www.hkex.com.hk).

The register of holders of H Shares of the Company will be closed from Monday, 17 November 2014 to Wednesday, 17 December 2014 (both days inclusive), during which no transfer of H 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 Wednesday, 17 December 2014 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 Friday, 14 November 2014.

Whether or not you are able to attend the EGM, please complete and return the Proxy Form in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time designated for holding the EGM or any adjournment thereof. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM or any adjourned EGM should you so wish.

– 3 –

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders at a general meeting must be taken by poll. Accordingly, the resolutions to be proposed at the EGM will be voted by poll.

4. RECOMMENDATION

The Directors believe that the proposed resolutions for consideration and approval by Shareholders at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the resolutions to be proposed at the EGM as set out in the notice of EGM.

Yours faithfully Wang Chuan-fu Chairman

• English translation is provided for identification purpose only.

– 4 –

NOTICE OF THE 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 of BYD Company Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) (the “ EGM ”) will be held on Wednesday, 17 December 2014 at 9:00 a.m. at the Conference Room, No. 3009, BYD Road, Pingshan, Shenzhen, the PRC for the purposes of considering and, if thought fit, approving the following resolutions (unless otherwise specified, the terms used in this notice shall have the same meanings as defined in the circular of the Company dated 30 October 2014):

By way of ordinary resolutions:

1. To consider and approve the resolutions in respect of the connected transactions in relation to the leasing arrangements involving the Company and its controlling subsidiaries (Note(I)):

to conduct the leasing business in both the direct financial leasing model and the after-sales leaseback model by the Company and its controlling subsidiaries with International Leasing in a total transaction amount of equipment leasing not exceeding RMB4.5 billion within three years from the approval date of this resolution, and to authorise Mr. WANG Chuang-fu, the chairman of the Company, or its authorised representative to execute the relevant agreements and other related legal contracts and documents and to do other matters incidental to these transactions.

– EGM-1 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

• (A) The register of shareholders of H Shares of the Company will be closed from Monday, 17 November 2014 to Wednesday, 17 December 2014 (both days inclusive), during which no transfer of H 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 Wednesday, 17 December 2014 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 Friday, 14 November 2014.

The address of the Company’s H Share Registrar and Transfer Office is as follows:

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

• (B) Holders of H 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) 17M 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 Wednesday, 26 November 2014).

• (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 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: 17M 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) For holders of A Shares (being ordinary shares) in the share capital of the Company with a Renminbi denominated par value of RMB1.00 each, which are traded in Renminbi and listed on The Shenzhen Stock Exchange (“A Shares”), please refer to the notice of the 2014 Second Extraordinary General Meeting published on 30 October 2014 on the website of The Shenzhen Stock Exchange in respect of the eligibility of attendance, registration procedure, proxy and other relevant matters.

• (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.

– EGM-2 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

• (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) The relevant connected transactions do not constitute connected transactions of the Group under Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. However, according to the relevant laws and regulations of the People’s Republic of China and the listing rules 《股票 上市規則》 of The Shenzhen Stock Exchange, the relevant continuing connected transactions are subject to the approval by the shareholders of the Company. For details, please refer to the announcement of the Company entitled 《關於公司及控股子公司開展租賃業務構成關聯交易的公告》 (“Announcement of the Company in respect of its Connected Transactions in relation to Leasing Arrangements involving the Company and its controlling subsidiaries”) dated 30 October 2014 on The Shenzhen Stock Exchange.

• (J) The English translation of proposed resolution set out in this notice is for reference only. If there is any discrepancy or inconsistency between the English and Chinese versions, the Chinese version shall prevail.

By Order of the Board of Wang Chuan-fu Chairman

30 October 2014, Shenzhen, PRC

As at the date of this notice, the Board of Directors of the Company comprises Mr. Wang Chuan-fu being the executive Director, Mr. Lv Xiang-yang and Mr. Xia Zuo-quan being the non-executive Directors, and Mr. Wang Zi-dong, Mr. ZouFei and Ms. Zhang Ran being the independent non-executive Directors.

– EGM-3 –