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

Sep 13, 2016

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 ”) 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 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 circular misleading. 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 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

(1) PROPOSED 2016 INTERIM PROFIT DISTRIBUTION PLAN (2) PROPOSED CHANGE OF THE COMPANY’S BUSINESS SCOPE AND AMENDMENT TO THE ARTICLES OF ASSOCIATION AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held on Tuesday, 1 November 2016 at 10:00 a.m. at the Company’s Conference Room, No. 3009, BYD Road, Pingshan New District, Shenzhen, the People’s Republic of China, is set out in pages EGM-1 to EGM-2 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy 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 meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

14 September 2016

CONTENTS

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

– i –

DEFINITIONS

In this 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 circular only, Hong Kong, Macau Special Administrative Region, and Taiwan;

• “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, Shenzhen, the PRC on Tuesday, 1 November 2016 at 10:00 a.m.;

• “EGM Notice” notice convening the EGM as set out on pages EGM-1 to EGM-2 of this circular;

• “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;

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

“RMB”

Renminbi, the lawful currency of the PRC;

– 1 –

DEFINITIONS

“Share(s)” “Shareholder(s)”

A Share(s) and H Share(s); registered holder(s) of the Shares.

– 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

Registered Office:

LEGAL ADDRESS

Yan An Road Kuichong Longgang District Shenzhen Guangdong Province The PRC

Independent non-executive Directors

Mr. Wang Zi-dong Mr. Zou Fei Ms. Zhang Ran

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

14 September 2016

To the Shareholders

Dear Sir and Madam,

(1) PROPOSED 2016 INTERIM PROFIT DISTRIBUTION PLAN (2) PROPOSED CHANGE OF THE COMPANY’S BUSINESS SCOPE AND AMENDMENT TO THE ARTICLES OF ASSOCIATION AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Company’s 2016 interim results announcement dated 26 August 2016 and 2016 interim report, in which it was announced that the Board has recommended the payment of an interim dividend for the six months ended 30 June 2016 (the “ 2016 Interim

– 3 –

LETTER FROM THE BOARD

Profit Distribution Plan ”). Reference is also made to the announcement of the Company dated 26 August 2016 regarding the proposed amendment to the Articles of Associated of the Company. The purpose of this circular is to provide you with information in relation to the proposed 2016 Interim Profit Distribution Plan and the proposed amendment to the Articles of Association and to give notice of the EGM.

PROPOSED 2016 INTERIM PROFIT DISTRIBUTION PLAN

According to section 18 of the Measures for the Administration of Securities Issue and Underwriting (Order No. 121 of the China Securities Regulatory Commission)(《證券發行與 承銷管理辦法》(中國證券監督管理委員會令第121號)) of the China Securities Regulatory Commission, in the event that a listed company which proposes to issue securities has a profit distribution plan or a plan to convert reserves into share capital for distribution which has not been put forward for approval at shareholders’ meeting or where such plan has been approved but not implemented, the listed company can only issue securities after the implementation of the plan. As mentioned in the circular of the Company dated 21 April 2016, having considered, amongst others, the restrictions on the issue of additional A Shares prior to a profit distribution by the Company, the Board resolved on 28 March 2016 that no profit would be distributed for the year of 2015 and it was proposed that the Company would conduct profit distribution based on the Company’s cash flow during the interim period for the six months ended 30 June 2016 after the completion of the non-public offering of A Shares.

Having considered factors including the current satisfactory operation conditions and the performance of the Company as well as its growth and continuing development, in order to share the results of the operation and development of the Company with the Shareholders, the Board passed the resolution on “2016 Interim Profit Distribution Plan 《關於審議公司2016年 中期利潤分配方案的議案》” at a Board meeting held on Friday, 26 August 2016 to recommend the proposed 2016 Interim Profit Distribution Plan as follows: based on the total Shares of 2,728,142,855 as at 26 August 2016, it is proposed to distribute a cash dividend of RMB3.67 (including tax) per 10 Shares with a total cash distribution of RMB1,001,228,427.79 and no reserves will be converted into share capital for distribution.

The interim dividend will be denominated and declared in RMB. The holders of A Shares will be paid in RMB and the holders of H Shares will be paid in Hong Kong dollars. The exchange rate for the dividend to be paid in Hong Kong dollars will be the mean of the exchange rates of Hong Kong dollars to RMB as announced by the People’s Bank of China during the five business days prior to the date of declaration of the dividend at the EGM.

In accordance with the Enterprise Income Tax Law of the People’s Republic of China (中 華人民共和國企業所得稅法) and its implementation regulations which came into effect on 1 January 2008, the Company is required to withhold and pay enterprise income tax at the rate of 10% on behalf of the non-resident enterprise Shareholders whose names appear on the register of members for H Shares when distributing the cash dividends. Any H Shares not registered under the name of an individual Shareholder, including HKSCC Nominees Limited, other nominees, agents or trustees, or other organisations or groups, will be deemed as shares

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LETTER FROM THE BOARD

held by non-resident enterprise Shareholders. Therefore, enterprise income tax will be withheld from dividends payable to such Shareholders. If holders of H Shares intend to change its shareholder status, please enquire about the relevant procedures with your agents or trustees. The Company will strictly comply with the law or the requirements of the relevant government authority and withhold and pay enterprise income tax on behalf of the relevant shareholders based on the register of members for H Shares as at the record date of the interim dividend.

In accordance with the “Circular on Certain Issues Concerning the Policies of Individual Income Tax” (Cai Shui Zi [1994] No. 020) (《關於個人所得稅若干政策問題的通知》(財稅字 [1994]020號)) promulgated by the Ministry of Finance and the State Administration of Taxation on 13 May 1994, overseas individuals are, as an interim measure, exempted from the PRC individual income tax for dividend or bonuses received from foreign invested enterprises. In accordance with the “Letter of the State Administration of Taxation concerning Taxation Issues of Dividends Received by Foreign Individuals Holding Shares of Companies Listed in China” (Guo Shui Han Fa [1994] No. 440) (《外籍個人持有中國境內上市公司股票所取得的 股息有關稅收問題的函》(國稅函發[1994]440號)) as promulgated by the State Administration of Taxation on 26 July 1994, dividends (capital bonuses) received by foreign individuals holding B shares or overseas shares (including H shares) from Chinese enterprises issuing such B shares or overseas shares are temporarily exempted from individual income tax. Accordingly, the Company will not withhold and pay the individual income tax on behalf of individual Shareholders when the Company distributes the interim dividend to individual Shareholders whose names appear on the register of members of H Shares of the Company.

Shareholders are recommended to consult their tax advisor regarding the ownership and disposal of H shares of the Company in the PRC and in Hong Kong and other tax effects.

The proposed 2016 Interim Profit Distribution Plan is subject to Shareholders’ approval at the EGM by way of an ordinary resolution and if approved, the interim dividend is expected to be distributed before 30 December 2016.

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

For meeting the need of the operation of the Company, the Board passed the resolution on “Change of the Company’s business scope and amendment to the articles of association of the Company 《關於變更公司經營範圍並修改< 公司章程> 的議案》” at a Board meeting held on Friday, 26 August 2016 to propose to amend the business scope of the Company by adding “real estate leasing” to the business scope of the Company.

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LETTER FROM THE BOARD

The following corresponding amendment is proposed to be made to Article 11 of the Articles of Association of the Company:

Amended article

Original article

(proposed amendment being 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.

The proposed 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.

– 6 –

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

In order to determine the list of Shareholders who will be entitled to attend and vote at the EGM, the registers of members of the Company will be closed from Sunday, 2 October 2016 to Tuesday, 1 November 2016, both days inclusive, during which no transfer of H Shares will be effected. Holders of H Shares whose names appear on the registers of members of the Company on Friday, 30 September 2016 shall be entitled to attend and vote at the EGM. In order for the holders of H Shares to qualify to attend and vote at the EGM, 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, 30 September 2016 for registration.

Assuming the proposed 2016 Interim Profit Distribution Plan is approved at the EGM, the interim dividend will be distributed to Shareholders of H Shares whose names appear on the register of members of H Shares on the close of business on Thursday, 10 November 2016 (the “ Record Date ”). In connection therewith, the register of members of H Shares of the Company will be closed from Saturday, 5 November 2016 to Thursday, 10 November 2016, both days inclusive. In order to qualify for receiving such dividends, all transfers in respect of H Shares 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, 4 November 2016 for registration.

The Company will publish a separate announcement in respect of the proposed 2016 Interim Profit Distribution Plan to holders of A Shares which, among others, will set out the record date for the holders of A Shares and ex-rights date after the EGM.

EXTRAORDINARY GENERAL MEETING

The EGM Notice is set out on pages EGM-1 to EGM-2 of this circular. Shareholders are advised to read the EGM Notice and to complete and return the form of proxy and the reply slip (which are enclosed in this circular) in accordance with the instructions printed thereon. The appointment of a proxy will not prevent a Shareholder from subsequently attending and voting in person at the EGM if he so wishes. If a Shareholder who has lodged a form of proxy attends the meeting, his form of proxy will be deemed to have been revoked.

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.

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LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors believe that all the resolutions proposed 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 all the resolutions to be proposed at the EGM as set out in the EGM Notice.

Yours faithfully, Wang Chuan-fu Chairman

– 8 –

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting (the “ EGM ”) of BYD Company Limited (the “ Company ”) will be held at 10:00 a.m. on Tuesday, 1 November 2016 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:

By way of Ordinary Resolution

1. To consider and approve the interim profit distribution plan of the Company for the six months ended 30 June 2016.

By way of Special Resolution

1. To consider and approve the proposed change of the Company’s business scope by adding “real estate leasing” to the business scope of the Company and the proposed 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.

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.”.

By order of the Board Wang Chuan-fu Chairman

Shenzhen, the PRC, 14 September 2016

– EGM-1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (A) In order to determine the list of shareholders of the Company who will be entitled to attend and vote at the EGM, the registers of members of the Company will be closed from Sunday, 2 October 2016 to Tuesday, 1 November 2016 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 Friday, 30 September 2016 shall be entitled to attend and vote at the EGM. In order for the holders of H Shares to qualify to attend and vote at the EGM, 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, 30 September 2016 for registration.

• (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 Tuesday, 11 October 2016).

• (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 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 EGM (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 EGM (or any adjournment thereof).

• (F) 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.

• (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 duly authorised by such corporate shareholder attends the EGM (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).

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

• (I) 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.

– EGM-2 –