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

Apr 20, 2016

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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)

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

(note 1)

or failing him of

as my/our proxy to attend and act for me/us at the AGM of the Company (or any adjournment thereof) to be held on Monday, 6 June 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 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	Resolutions		For	For	Against	Abstain	Abstain
				(note 4)		(note 4)	_(note _	4)
**By **	way of ordinary resolutions:
1.	To consider and approve the report of the board of directors of the
	Company (the “Board”) for the	year ended 31	December 2015.
2.	To consider and approve the report of the supervisory committee of
	the Company for the year ended 31 December		2015.
3.	To consider and approve the audited financial statements			of the
	Company for the year ended 31	December 2015.
4.	To consider and approve the annual reports of		the Company	for the
	year ended 31 December 2015 and the summary thereof.
5.	To consider and approve the profit distribution		plan of the Company
	for the year ended 31 December 2015.
6.	To appoint PRC auditor, PRC internal control audit institution and
	auditor outside the PRC for the financial year of 2016 and to hold
	office until the conclusion of the next annual general meeting of the
	Company, and to authorise the Board to determine their remuneration.
**By **	way of special resolutions:
7.	To consider and approve the provision of guarantee by the Group.
8.	To consider and approve the provision of guarantee by the Company
	and subsidiaries controlled by the Company for external parties in
	respect of sales of new energy vehicles, new energy forklifts and new
	technological products.
9.	To consider and approve the estimated cap of ordinary connected
	transactions of the Group for the year 2016.

	Resolutions	For	Against	Abstain
		(note 4)	(note 4)	(note 4)
10.	To consider and approve:
	(a) the grant to 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 aggregate nominal amount of H shares of the
	Company 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 aggregate nominal
	amount of H shares of the Company in issue;
	(ii) that the exercise of the general mandate shall be subject to
	all governmental and/or regulatory approval(s), if any, and
	applicable laws (including but without limitation, the
	Company Law of the PRC and the Rules Governing the
	Listing of Securities on The Stock Exchange of Hong Kong
	Limited (the “Listing Rules”));
	(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 or expedient 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 deal with new shares of BYD
	Electronic not exceeding 20 per cent of the number of the issued
	shares of BYD Electronic.
12.	To consider and approve the proposed change of the Company’s legal
	domicile and business scope and amendments to the Articles of
	Association.
**By **	way of ordinary resolution:
13.	To consider and approve the use of short-term intermittent funds of
	the Company and its subsidiaries for entrusted wealth management
	and to authorise the management of the Company to handle all matters
	in relation thereto.

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, or”, 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
	need 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”.
	If you wish to abstain from voting in respect of any resolution, tick in the box marked “Abstain”, and your voting will be counted in the total number of votes
	cast in that resolution for the purpose of calculating the result of that resolution. 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.