Shanghai Henlius Biotech, Inc. — Proxy Solicitation & Information Statement 2015

Jun 3, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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)

Notice of Class Meeting of Holders of H Shares

Notice is hereby given that a class meeting for holders of H Shares (the “Class Meeting of Holders of H Shares”) of BYD Company Limited (the “Company”) will be held at 11:00 a.m. on Tuesday, 21 July 2015 (or immediately after the conclusion or adjournment of the first class meeting of the holders of A shares in 2015 of the Company to be held on the same date) at the Company’s Conference Room, No. 3009, BYD Road, Pingshan New District, Shenzhen, the People’s Republic of China to consider and, if thought fit, pass the following resolutions (unless otherwise specified, the terms used in this notice shall have the same meanings as defined in the announcement of the Company dated on or around 4 June 2015 in relation to the following resolutions). A circular containing details of the following resolutions is expected to be despatched to the shareholders of the Company in accordance with Rule 19A.39A of the Listing Rules on or before 3 July 2015:

By way of Special Resolution:

1. To consider and approve the “Proposal for the non-public issuance of A Shares by the Company《關於公司本次非公開發行A股股票方案的議案》”.

The major details of the aforesaid proposal are as follows (each to be considered and approved by way of separate special resolution):

1.01 Class of shares to be issued and nominal value:

A Shares with nominal value of RMB1.00 per A Share.

1.02 Method of issue:

Non-public issue to specific subscribers at appropriate time(s) within six months of the date of approval of the Additional A Shares Issue by CSRC.

1.03 Target subscribers and method of subscription:

The new A Shares to be issued under the Additional A Shares Issue will be issued for subscription by not more than ten specific investors meeting relevant requirements, including securities investment fund management companies, securities companies, trust investment companies, finance companies,

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insurance institutional investors, qualified foreign institutional investors and other qualified domestic investors. A securities investment fund management company subscribing through over two funds managed by it will be regarded as one target subscriber. Trust investment companies may only pay the subscription price with their own funds. The subscription price shall be paid in cash.

The actual subscribers will be determined by the Board and the lead underwriter after the approval for the Additional A Shares Issue from the CSRC pursuant to relevant laws, regulations and requirements of regulatory authority, having regard to the price offered by investors and based on principles such as price priority.

1.04 Price determination date and basis of determination of issue price:

The price determination date of the new A Shares under the Additional A Shares Issue is the date of announcement of the Board’s resolution passed at the 8th meeting of the 5th session of the Board (i.e. 4 June 2015).

The issue price of the new A Shares under the Additional A Shares Issue will be not less than RMB57.40 per A Share, being not less than 90% of the average trading price per A Share as quoted on the Shenzhen Stock Exchange for the Price Determination Period (which is calculated by dividing the total turnover of the A Shares during the Price Determination Period by the total trading volume of the A Shares during the same period).

The minimum issue price will be adjusted in accordance with relevant requirements of the Shenzhen Stock Exchange in cases of ex-rights or ex-dividend matters such as distribution of dividend, bonus issue and capitalisation of reserve during the period from the Price Determination Date to the date of issue of such new A Shares. The actual issue price will be determined by the Board, in accordance with the authorization granted by the shareholders of the Company, with the lead underwriter after the necessary approvals for the Additional A Shares Issue from the CSRC have been obtained and in accordance with the Implementation Rules for the Non-public Issue of Shares by Listed Companies (《上市公司非公開發行股票實施細則》) and other relevant requirements, having regard to the price offered by the investors and based on principles such as price priority.

1.05 Number of new A Shares to be issued:

The number of A Shares to be issued under the Additional A Shares Issue shall be calculated by dividing the actual total amount of gross Proceeds by the actual issue price. Based on the minimum issue price, the total number of A Shares to be issued under the Additional A Shares Issue shall not exceed 261,320,000 new A Shares. The maximum number of new A Shares to be issued under the Additional A Shares Issue will be adjusted based on the adjusted minimum issue price in cases of ex-rights or ex-dividend matters such as distribution of dividend, bonus issue and capitalisation of reserve during the period from the Price Determination Date to the date of issue of such new A Shares.

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The number of A Shares to be issued shall be determined by the Board in accordance with the authorization granted by the shareholders of the Company in consultation with the lead underwriter within the ambit set forth above.

1.06 Lock-up period:

None of the new A Shares subscribed under the Additional A Shares Issue may be transferred within a period of 12 months from the date of issue of such A Shares.

1.07 Amount and use of proceeds:

The amount of gross Proceeds from the Additional A Shares Issue is expected to be not more than RMB15,000,000,000. The Company intends to use the Proceeds (after deducting the relevant expenses) for the following purposes:

Intended use of proceeds 1. Expansion project for production of Li-ion ferrous power batteries (鐵動力鋰離子 電池擴產項目) 2. Research and development project of new energy vehicles (新能源汽車研發項目) 3. Additional working capital and repayment of bank loans (補充 流動資金及償還銀行借款) Total	Total amount of capital required (RMB million) 6,022.7436 5,000 4,000 15,022.7436	Proposed amount of Proceeds to be applied Implementation entity (RMB million) 6,000 深圳市比亞迪鋰電池 有限公司 (Shenzhen BYD Lithium Battery Co., Ltd.), a wholly owned subsidiary of the Company 5,000 比亞迪汽車工業有限 公司 (BYD Auto Industry Co., Ltd), a wholly owned subsidiary of the Company 4,000 The Company 15,000

• English translations of the names are provided for ease of reference only and they are not official English names of the companies concerned.

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In the event that the actual amount of net Proceeds raised under the Additional A Shares Issue is less than the total amount of Proceeds proposed to be applied to the projects set out above, the Company will use its own resources or seek alternative financing to fund the shortfall. If the Company funds the projects by other resources based on the Company’s operation conditions and development plans before the net proceeds from the Additional A Shares Issue are made available, the Company may exchange such funds with the proceeds from the Additional A Shares Issue when they are available.

1.08 Arrangement relating to the distributable profits of the Company accumulated but not declared:

After completion of the Additional A Shares Issue, both existing and new shareholders of the Company will be entitled to the distributable profits of the Company accumulated but not declared proportionate to their shareholding in the Company after completion of the Additional A Shares Issue.

1.09 Validity period of the resolutions in respect of the Additional A Shares Issue:

The resolutions will be valid for 12 months from the date of approval of the proposal for the non-public issuance of A Shares by the Company at the general meeting and class meetings of shareholders of the Company.

1.10 Place of listing:

The Company will apply to the Shenzhen Stock Exchange for the listing of the new A Shares to be issued pursuant to the Additional A Shares Issue. After the expiry of the lock-up period, such A shares may be traded on the Shenzhen Stock Exchange.

Further details of the aforesaid resolution were contained in an overseas regulatory announcement of the Company dated on or around 4 June 2015 and published on the website of the Hong Kong Stock Exchange.

1. To consider and approve the “Plan for the non-public issuance of A Shares by the Company《關於公司非公開發行A股股票預案的議案》”. Details of the aforesaid resolution were contained in an overseas regulatory announcement of the Company dated on or around 4 June 2015 and published on the website of the Hong Kong Stock Exchange.

By Order of the Board Wang Chuan-fu Chairman

Shenzhen, the PRC, 4 June 2015

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Notes:

• (A) In order to determine the list of shareholders of the Company who will be entitled to attend and vote at the Class Meeting for Holders of H Shares, the registers of members of the Company will be closed from Sunday, 21 June 2015 to Tuesday, 21 July 2015, both days inclusive, during which no transfer of H shares in the share capital of the Company with a nominal value of RMB1.00 each, which are traded in Hong Kong dollar and listed on the Hong Kong Stock Exchange (“ H Shares ”), will be effected. Holders of H Shares whose names appear on the registers of members of the Company on Tuesday, 21 July 2015 shall be entitled to attend and vote at the Class Meeting for Holders of H Shares. In order for the holders of H Shares to qualify to attend and vote at the Class Meeting for Holders of H Shares, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 19 June 2015 for registration.

• (B) Holders of H Shares intending to attend the Class Meeting for Holders of H Shares (or any adjournment thereof) should complete and return the reply slip for attending the Class Meeting for Holders of H Shares (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 Class Meeting for Holders of H Shares (i.e. on or before Tuesday, 30 June 2015).

• (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 Class Meeting for Holders of H Shares (or any adjournment thereof) on his behalf. A proxy need 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 Class Meeting for Holders of H Shares (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate shareholder of the Company or duly signed by the chairman of the board of directors 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 Class Meeting for Holders of H Shares (or any adjournment thereof).

• (F) A shareholder of the Company or his proxy should produce proof of identity when attending the Class Meeting for Holders of H Shares (or any adjournment thereof). If a corporate shareholder’s legal representative or any other person duly authorised by such corporate shareholder attends the Class Meeting for Holders of H Shares (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, proof of designation as legal representative and/or the valid authorization document (as the case may be).

• (G) The Class Meeting for Holders of H Shares (or any adjournment thereof) is expected to last for one day. Shareholders who attend the Class Meeting for Holders of H Shares (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

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. Zou Fei and Ms. Zhang Ran being the independent non-executive Directors.

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