Shanghai Henlius Biotech, Inc. — Proxy Solicitation & Information Statement 2016

Oct 19, 2016

THIS SUPPLEMENTAL 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 supplemental 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 supplemental circular.

This supplemental circular, for which the directors (“ Directors ”) of BYD Company Limited (the “ Company ”) 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, the information contained in this supplemental circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this supplemental circular misleading. All opinions expressed in this supplemental 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 supplemental 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 supplemental circular and the accompanying form of proxy and the reply slip 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)

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

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 14 SEPTEMBER 2016

PROPOSED FURTHER CHANGE OF THE COMPANY’S BUSINESS SCOPE AND

AMENDMENT TO THE ARTICLES OF ASSOCIATION AND SUPPLEMENTAL NOTICE OF EGM

This supplemental circular should be read together with the circular of the Company in relation to the EGM dated 14 September 2016.

The notice of the EGM, the proxy form for use at the EGM (the “Original Proxy Form”) and the relevant reply slip have been despatched by the Company on 14 September 2016 and were also published on the website of the Hong Kong Stock Exchange (http://www.hkex.com.hk). The supplemental notice of the EGM adding a resolution in relation to the proposed further change of the Company’s business scope and amendment to the articles of association of the Company to the agenda of the EGM, is set out on pages EGM-1 to EGM-3 of this supplemental circular and is also published on the website of the Hong Kong Stock Exchange (http://www.hkex.com.hk).

A supplemental proxy form for use at the EGM (the “Supplemental Proxy Form”) is enclosed herewith and is also published on the website of the Hong Kong Stock Exchange (http://www.hkex.com.hk). Whether or not you are able to attend the EGM, you are requested to complete and return the Original Proxy Form and the Supplemental Proxy Form in accordance with the instructions printed thereon and return them 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 Original Proxy Form and the Supplemental Proxy Form will not preclude you from attending and voting in person at the EGM or any adjourned EGM should you so wish.

20 October 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Supplemental EGM Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

In this supplemental circular, unless the context requires otherwise, the following expressions have the following 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;
“Articles of Association”	the articles of association of the Company, as amended
	from time to time;
“Board”	the board of Directors of the Company;
“China” or “PRC”	the People’s Republic of China, excluding, for the
	purpose of this supplemental circular only, Hong Kong,
	Macau Special Administrative Region, and Taiwan;
“Circular”	the circular of the Company in relation to the EGM dated
	14 September 2016;
“Company”	BYD Company Limited, a joint stock company
	incorporated in the PRC with limited liability;
“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 District, Shenzhen, the PRC
	on Tuesday, 1 November 2016 at 10:00 a.m.;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC;
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“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;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Hong Kong Stock Exchange;
“Original EGM Notice”	notice of the EGM dated 14 September 2016;

– 1 –

DEFINITIONS

“Original Proxy Form” the proxy form of the EGM which was despatched to the Shareholders on 14 September 2016; “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;

“Supplemental EGM Notice” supplemental notice of the EGM as set out on pages EGM-1 to EGM-3 of this supplemental circular; and “Supplemental Proxy Form” supplemental proxy form of the EGM being despatched on 20 October 2016 and enclosed to this supplemental circular.

– 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:

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 1 Yan’ An Road Kuichong Dapeng New 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 New Territories Hong Kong

20 October 2016

To the Shareholders

Dear Sir and Madam,

SUPPLEMENTAL CIRCULAR TO THE CIRCULAR DATED 14 SEPTEMBER 2016 PROPOSED FURTHER CHANGE OF THE COMPANY’S BUSINESS SCOPE AND AMENDMENT TO THE ARTICLES OF ASSOCIATION AND SUPPLEMENTAL NOTICE OF EGM

INTRODUCTION

This supplemental circular should be read together with the Circular. The purpose of the Circular and this supplemental circular is to provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.

– 3 –

LETTER FROM THE BOARD

PROPOSED FURTHER CHANGE OF THE COMPANY’S BUSINESS SCOPE AND AMENDMENT TO THE ARTICLES OF ASSOCIATION

Further to the proposed change of the business scope of the Company and amendment to the Articles of Association (the “ Initial Amendment ”) as stated in the Circular, pursuant to the relevant requirements of the Articles of Association, Mr. Wang Chuan-fu, a Shareholder holding more than 3% of the Company’s Shares recently submitted an extempore proposal to the Board to submit the resolution on “Further change of the Company’s business scope and amendment to the articles of association of the Company 《關於進一步變更公司經營範圍並修 改<公司章程>的議案》” for consideration and approval by the Shareholders at the EGM. The resolution proposes to further change the business scope of the Company by adding certain new business activities to the business scope of the Company and to amend Article 11 of the Articles of Association accordingly (the “ Further Amendment ”).

For meeting the need of the operation of the Company, the Board passed the said resolution at a Board meeting held on Wednesday, 19 October 2016. In accordance with the relevant laws and regulations and the requirements of the Articles of Association, the Board also resolved to include the said resolution for consideration and approval by the Shareholders at the EGM.

– 4 –

LETTER FROM THE BOARD

Accordingly, in addition the Initial Amendment, the following Further Amendment is proposed to be made to Article 11 of the Articles of Association of the Company:

Original article

Amended article (Initial Amendment being underlined and Further Amendment being double underlined)

Article 11 The scope of business of the Company shall cover the items approved by the company registration authorities.

Article 11 The scope of business of the Company shall cover the items approved by the company registration authorities.

The business scope of the Company covers: manufacture and sale of lithium batteries and other batteries, chargers, electronic devices, appliances and instruments, flexible printed circuits, hardware products, LCD screens, handset components, molds, plastic products and relevant accessories; import and export of commodities and technologies (excluding distribution of imports); research, development, production and sales of 3D eye glasses and global positioning system (“GPS”); 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; sales of battery management system, converter cabinet, inverter cabinet/device, junction box, switchboard, energy storage unit.

The business scope of the Company covers: manufacture and sale of lithium batteries and other batteries, chargers, electronic devices, appliances and instruments, flexible printed circuits, hardware products, LCD screens, handset components, molds, plastic products and relevant accessories; import and export of commodities and technologies (excluding distribution of imports); research, development, production and sales of 3D eye glasses and global positioning system (“GPS”); 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; sales of battery management system, converter cabinet, inverter cabinet/device, junction box, switchboard, energy storage unit; real estate leasing; manufacture of vehicle components, electric vehicle components, vehicle decorative materials, vehicle molds and relevant accessories, vehicle electronic devices (excluding products operated, controlled and sold exclusively by the State); research, development, design, manufacture, maintenance, sales, leasing and aftersales services of rail vehicles, engineering machines, various mechanical and electrical equipment, electronic equipment and parts, electrical and electronic components; design, manufacture and sales of signal systems of rail vehicles, communication and integrated monitoring systems and devices; design, manufacture and installation of rail beams and pillars; design and construction of roads, bridges, station buildings; general contracting of rail vehicle projects; construction, development, operation and integrated utilisation of rail vehicle projects; information and technology consulting services, technology services; industrial investment and management; asset management; advertising business; management of self-owned properties.

– 5 –

LETTER FROM THE BOARD

The above proposed further change of the Company’s business scope and the proposed Amendment to the Articles of Association are subject to Shareholders’ approval at the EGM by way of a special resolution.

Please also note that the Initial Amendment (underlined in the above table) is a proposed amendment under resolution no. 2 of the EGM as stated in the Original EGM Notice and is separately subject to Shareholders’ approval at the EGM by way of a special resolution.

EXTRAORDINARY GENERAL MEETING

The EGM will be held as originally scheduled at the Company’s Conference Room, No. 3009, BYD Road, Pingshan District, Shenzhen, the PRC on Tuesday, 1 November 2016 at 10:00 a.m..

The Original EGM Notice, the Original Proxy Form and the relevant reply slip of the EGM have been despatched by the Company on 14 September 2016 and were also published on the website of the Hong Kong Stock Exchange (http://www.hkex.com.hk). The Supplemental EGM Notice is set out on pages EGM-1 to EGM-3 of this supplemental circular and the Supplemental Proxy Form of the EGM is also enclosed herewith.

Whether or not you are able to attend the EGM, you are requested to complete and return the Original Proxy Form and the Supplemental 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 delivery of the Original Proxy Form and the Supplemental Proxy Form will not preclude you from attending and voting in person at the EGM or any adjourned EGM should you so wish.

The Supplemental Proxy Form is intended to be used for the supplemental resolution set out in the Supplemental EGM Notice, and will not affect the validity of the Original Proxy Form duly completed by you in respect of the resolutions set out in the Original EGM Notice. If you have already validly appointed a proxy to attend and act on your behalf at the EGM but have not completed and returned the Supplemental Proxy Form, your proxy will have the right to vote on the supplemental resolution set out in the Supplemental EGM Notice at his/her discretion.

Apart from the proposed new special resolution set out in the Supplemental EGM Notice, all matters in connection with the EGM remain the same. For details in connection with the other resolutions to be put forward at the EGM, qualification for attending, registration procedure, appointment of proxy and other related matters, please refer to the Original EGM Notice and the Circular from the Company both dated 14 September 2016.

All resolutions will be put to vote by way of poll at the EGM. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 6 –

LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors believe that all the resolutions proposed for consideration and approval by Shareholders at the EGM, including but not limited to the new resolution proposed under this supplemental circular, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of all the resolutions to be proposed at the EGM.

Yours faithfully, Wang Chuan-fu Chairman

– 7 –

SUPPLEMENTAL 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

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the circular (the “ Circular ”) of BYD Company Limited (the “ Company ”) dated 14 September 2016 and the notice (the “ Original EGM Notice ”) of an extraordinary general meeting (the “ EGM ”) of the Company which will be held at 10:00 a.m. on Tuesday, 1 November 2016 at the Company’s Conference Room, No. 3009, BYD Road, Pingshan District, Shenzhen, the People’s Republic of China.

Further to the proposed change of the business scope of the Company and amendment to the articles of association (the “ Articles of Association ”) of the Company as stated in the Circular, pursuant to the relevant requirements of the Articles of Association, Mr. Wang Chuan-fu, a shareholder of the Company holding more than 3% of the Company’s shares recently submitted an extempore proposal to the board of directors of the Company (the “ Board ”) to submit the resolution on “Further change of the Company’s business scope and amendment to the articles of association of the Company 《關於進一步變更公司經營範圍並修 改<公司章程>的議案》” for consideration and approval by the Shareholders at the EGM.

At a meeting of the Board held on Wednesday, 19 October 2016, the Board passed the said resolution which proposes to further change the business scope of the Company by adding certain new business activities to the business scope of the Company and to amend Article 11 of the Articles of Association accordingly. In accordance with the relevant laws and regulations and the requirements of the Articles of Association, the Board also resolved to include the said resolution for consideration and approval by the Shareholders at the EGM.

Supplemental notice is hereby given that the EGM will be held as originally scheduled and will consider and, if thought fit, pass the resolution set out below in addition to the resolutions set out in the Original EGM Notice:

By way of Special Resolution

1. To consider and approve the proposed further change of the Company’s business scope and amendment to the articles of association (“ Articles of Association ”) of the Company by deleting the existing Article 11 of the Articles of Association in its entirety and replacing it with the following:

“The scope of business of the Company shall cover the items approved by the company registration authorities.

– EGM-1 –

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

The business scope of the Company covers: manufacture and sale of lithium batteries and other batteries, chargers, electronic devices, appliances and instruments, flexible printed circuits, hardware products, LCD screens, handset components, molds, plastic products and relevant accessories; import and export of commodities and technologies (excluding distribution of imports); research, development, production and sales of 3D eye glasses and global positioning system (“GPS”); 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; sales of battery management system, converter cabinet, inverter cabinet/device, junction box, switchboard, energy storage unit; real estate leasing[1] ; manufacture of vehicle components, electric vehicle components, vehicle decorative materials, vehicle molds and relevant accessories, vehicle electronic devices (excluding products operated, controlled and sold exclusively by the State); research, development, design, manufacture, maintenance, sales, leasing and after-sales services of rail vehicles, engineering machines, various mechanical and electrical equipment, electronic equipment and parts, electrical and electronic components; design, manufacture and sales of signal systems of rail vehicles, communication and integrated monitoring systems and devices; design, manufacture and installation of rail beams and pillars; design and construction of roads, bridges, station buildings; general contracting of rail vehicle projects; construction, development, operation and integrated utilisation of rail vehicle projects; information and technology consulting services, technology services; industrial investment and management; asset management; advertising business; management of self-owned properties.

By order of the Board Wang Chuan-fu Chairman

Shenzhen, the PRC, 20 October 2016

1 Please note that “real estate leasing” is a proposed amendment under resolution no. 2 as stated in the Original EGM Notice and is subject to shareholders’ approval at the EGM by way of a special resolution.

– EGM-2 –

SUPPLEMENTAL NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (A) The Company has on this date issued to shareholders of the Company a supplemental proxy form in respect of the above special resolution. If you intend to appoint a proxy to attend the EGM, the enclosed supplemental proxy form must be completed in accordance with the instructions printed thereon and deposited at the H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at least 24 hours before the time stipulated for convening the EGM or any adjourned meeting thereof in order for the appointment to be valid. Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

• (B) The supplemental proxy form is intended to be used for the supplemental resolution set out in this supplemental notice of EGM, and will not affect the validity of the proxy form duly completed by you in respect of the resolutions set out in the Original EGM Notice. If you have already validly appointed a proxy to act for you at the EGM but have not completed and returned the supplemental proxy form, your proxy will have the right to vote on the special resolution as stated in this supplemental notice of EGM at his/her discretion. Completion and return of the supplemental proxy form will not preclude you from attending, and voting at, the EGM.

• (C) Apart from the proposed new special resolution set out in this supplemental notice of EGM, all matters in connection with the EGM remain the same. For details in connection with the other resolutions to be put forward at the EGM, qualification for attending, registration procedure, appointment of proxy and other related matters, please refer to the Original EGM Notice and the Circular from the Company to the Shareholders both dated 14 September 2016.

• (D) Shareholders may contact the Company’s H Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited by telephone at (852) 2862 8555 or by email to hkinfo@computershare.com.hk in connection with the EGM.

• (E) As at the date of this supplemental notice, the Board 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.

– EGM-3 –