Shanghai Henlius Biotech, Inc. — Proxy Solicitation & Information Statement 2018

Mar 18, 2018

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

PROPOSED ISSUANCE OF ASSET-BACKED SECURITIES, PROPOSED AUTHORISATION TO ISSUE DEBT FINANCING INSTRUMENT(S), ADJUSTMENT TO AND OPTIMISATION OF THE SCOPE OF INVESTMENT PROJECT UNDER THE NON-PUBLIC ISSUANCE AND INTRODUCTION OF NEW IMPLEMENTATION ENTITIES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the “ EGM ”) of the Company to be held on Wednesday, 9 May 2018 at 10:00 a.m. at the Company’s Conference Room, No. 3009, BYD Road, Pingshan District, Shenzhen, the People’s Republic of China, is set out in pages EGM-1 to EGM-4 of this circular. A proxy form (the “ Proxy Form ”) containing the proposed resolutions is enclosed herewith. The Proxy Form is also 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 (i.e. not later than 10:00 a.m. on Tuesday, 8 May 2018) 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.

19 March 2018

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Issuance of Asset-backed Securities . . . . . . . . . . . . . . . . .	4
3.	Proposed Authorisation to Issue Debt Financing Instrument(s) . . . .	6
4.	Adjustment to and Optimisation of the Scope of Investment Project
	Under the Non-Public Issuance and Introduction of New
	Implementation Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	The EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
**Notice of **	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:

• “ABS” the asset-backed securities of not more than RMB10 billion in aggregate to be issued by the Company;

• “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 District, Shenzhen, the PRC on Wednesday, 9 May 2018 at 10:00 a.m.;

• “EGM Notice” notice convening the EGM as set out on pages EGM-1 to EGM-4 of this circular;

• “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;

– 1 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the
	Hong Kong Stock Exchange;
“Non-Public Issuance”	the placing and issue of 252,142,855 A Shares which
	have been listed and traded on the Shenzhen Stock
	Exchange since 25 July 2016;
“RMB”	Renminbi, the lawful currency of the PRC;
“Share(s)”	A Share(s) and H Share(s); and
“Shareholder(s)”	registered holder(s) of the Shares.

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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

No. 1 Yan’an Road Kuichong Street Dapeng New 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

19 March 2018

To the Shareholders

Dear Sir or Madam,

PROPOSED ISSUANCE OF ASSET-BACKED SECURITIES, PROPOSED AUTHORISATION TO ISSUE DEBT FINANCING INSTRUMENT(S), ADJUSTMENT TO AND OPTIMISATION OF THE SCOPE OF INVESTMENT PROJECT UNDER THE NON-PUBLIC ISSUANCE AND INTRODUCTION OF NEW IMPLEMENTATION ENTITIES 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.

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LETTER FROM THE BOARD

2. PROPOSED ISSUANCE OF ASSET-BACKED SECURITIES

In order to promote the development of the Company, revitalise inventories and broaden financing channels, the Company plans to set up a special asset-backed plan to issue asset-backed securities of not more than RMB10 billion in aggregate, with the financial subsidies and/or the income rights to financial subsidies from the central government to subsidiaries and branch offices of the Company engaging in the production and sales of new energy automotive as the underlying assets.

Particulars of the issuance of the ABS, if it proceeds, are as follows:

• Size : Not more than RMB10 billion; Underlying assets : Financial subsidies and/or the income rights for financial subsidies from central government entitled to subsidiaries and branch offices of the Company engaging in the production and sales of new energy automotive;

• Maturity : Not more than 3 years; Interest rate : Subject to the final interest rate for the issuance of the product;

• Method of guarantee : Subject to the final actual transaction structure, including but not limited to the provision of relevant credit enhancement by the Company;

• Use of proceeds : For the replenishment of construction funds and working capital, and repayment of loans;

• Others : The final issuance plan is subject to the approval of the stock exchange;

• Validity of the resolution : Valid for 18 months from the date on which the resolution in relation to the issuance of ABS is passed at the general meeting.

In order to facilitate the issuance of ABS, it is proposed to the Shareholders to authorise the Board and, upon obtaining approval and authorisation at the general meeting, the Board to authorise Mr. Wang Chuan-fu and Mr. Wu Jing-sheng to deal with all the matters in relation to the issuance of ABS in their sole discretion, including but not limited to:

1. In accordance with relevant laws and regulations of the PRC, the requirements of securities regulatory authorities and the EGM resolution, to formulate the specific plan for the issuance of ABS, and make revisions and adjustments to the terms of the

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LETTER FROM THE BOARD

issuance of ABS based on the actual circumstances of the Company and market conditions, including but not limited to the size, maturity, interest rate and the method of determination, the timing of issuance (including the number of tranches etc.), credit enhancement measures, whether to include repurchase terms, redemption terms and other new terms or not, rating arrangements, specific subscription methods, specific placement arrangements, the payment terms and methods of principal and interests, listing, termination of the issuance, the use of proceeds and other issues related to the issuance terms;

1. To conduct all negotiations related to ABS and listing, execute all relevant agreements and other necessary documents, and make appropriate information disclosure on behalf of the Company;

2. To engage an intermediary agency to handle the reporting matters for the application of issuance of ABS, and the listing of ABS upon completion of the issuance, including but not limited to authorising, signing, executing, modifying, completing all necessary documents, treaties, agreements, contracts, announcements and other legal documents related to the issuance and listing of ABS, as well as making relevant information disclosure pursuant to laws, regulations and other regulatory documents;

3. In the event that there is any changes in the policies of the regulatory authorities regarding the issuance of ABS or changes in market conditions, except for matters that need to be re-voted at the general meeting pursuant to relevant laws, regulations and the Articles of Association of the Company, to make corresponding adjustments to the specific plan of the issuance of ABS and other related matters in accordance with the opinions of the regulatory authorities;

4. To take all necessary actions to determine/handle other specific matters related to the issuance and listing of ABS; and

5. To take all other actions or measures necessary for the issuance of ABS.

The Board approved the above resolution at a Board meeting held on Friday, 16 March 2018. In accordance with the relevant laws and regulations and the requirements of the Articles of Association, the Board also resolved to include the said special resolution for consideration and approval by the Shareholders at the EGM.

The above authorisation to the Board of the Company to determine the proposed plan for the issuance of ABS and the authorisation to deal with all the matters in relation to the proposed issuance of ABS is subject to Shareholders’ approval at the EGM by way of a special resolution. In case of any inconsistency or conflict between the above authorisation and the requirements under the Listing Rules or other requirements of the Hong Kong Stock Exchange, the requirements under the Listing Rules or other requirements of the Hong Kong Stock Exchange should be followed.

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LETTER FROM THE BOARD

3. PROPOSED AUTHORISATION TO ISSUE DEBT FINANCING INSTRUMENT(S)

For the purpose of a more flexible choice in financing instruments, timely fulfillment of capital requirements, improvement in debt structure and reduction in finance costs, pursuant to the relevant laws and regulations, the Articles of Association and the actual circumstances, a proposal will be submitted at the general meeting for granting a general and unconditional authorisation to the Board (or the directors authorised by the Board) to determine, within the extent of the amount of the bonds that may be issued, the matters on the issuance of domestic and overseas debt financing instruments with a principal amount of not more than RMB30.0 billion or equivalent in domestic and overseas bond markets, including (but not limited to) determining the actual amount to be issued, the interest rate, the term, the target of issuance and use of proceeds of the relevant debt financing instruments, the preparation, signing and disclosure of all necessary documents and the handling of all other matters in relation to the issuance of debt financing instrument(s) under this resolution. The relevant debt financing instruments include but are not limited to short-term debentures, super-short term debentures, medium term notes, corporate bonds, enterprise bonds, asset-backed securities (ABS), asset-backed notes (ABN), RMB bonds and foreign currency bonds in overseas market, exchangeable bonds, convertible bonds which are convertible to the overseas listed H shares of the Company and other debt financing instruments in RMB or foreign currency. If convertible bonds are to be issued, the size of each tranche shall not exceed USD1.2 billion or equivalent in principal amount, and the new H shares to be converted by the holders of convertible bonds may be issued under the relevant general mandate as considered and approved at the general meeting of the Company.

Subject to Shareholders’ approval at the EGM, the Board will in turn authorise the chairman and/or president of the Company and/or a Director designated by the chairman of the Company to carry out the above matters of issuance.

The validity of this proposal will commence from the date on which this special resolution is passed until the conclusion of the 2018 annual general meeting of the Company.

The Board approved the above proposal at a Board meeting held on Friday, 16 March 2018. In accordance with the relevant laws and regulations and the requirements of the Articles of Association, the Board also resolved to include the said special resolution for consideration and approval by the Shareholders at the EGM.

The above proposed authorisation to the Board to determine the proposal for the issuance of debt financing instrument(s) is subject to Shareholders’ approval at the EGM by way of a special resolution.

4. ADJUSTMENT TO AND OPTIMISATION OF THE SCOPE OF INVESTMENT PROJECT UNDER THE NON-PUBLIC ISSUANCE AND INTRODUCTION OF NEW IMPLEMENTATION ENTITIES

References are made to the announcements of the Company dated 4 June 2015, 21 July 2015, 17 September 2015, 29 October 2015, 23 December 2015, 2 February 2016 and 21 July 2016 and the circular of the Company dated 3 July 2015, in relation to, among other things,

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LETTER FROM THE BOARD

the proceeds raised from the Non-Public Issuance. In order to enhance the efficiency of use of proceeds from the Non-Public Issuance, adjust the direction in line with the automobile business strategy of the Company, formulate the strategy for research and development of platform and modular vehicles, reduce development costs and accelerate the development of new vehicle types, the Company intended to adjust and optimise the scope of investment project under the Non-Public Issuance, namely the “research and development project of new energy vehicles (新能源汽車研發項目)”, and introduce new implementation entities.

The use of proceeds for “research and development project of new energy vehicles” had complied with relevant approval and filing procedures. As of 28 February 2018, the proceeds used for research and development project of new energy vehicles amounted to approximately RMB1,919.4707 million and balance of the use of proceeds for this project amounted to approximately RMB3,097.2705 million, which includes the remaining principal and interest accrued.

The original investment categories under the “research and development project of new energy vehicles”, one of the investment projects under the Non-Public Issuance of the Company, included the research and development of the dual mode vehicles, pure electric passenger vehicles, pure electric bus, designated electric vehicles and related fundamental platforms. Based on the adjustments to the research and development mode and the need to build up the BYD brand, it is proposed that the scope of use of proceeds for the “research and development project of new energy vehicles” be adjusted and optimised to the following: the vehicle platform for the project of the “Dynasty” series which uses dynasty names (such as Qin, Tang, Song, Yuan, Han and Xia etc.) and E Series passenger vehicles, the vehicle platform for the project of the C Series, K Series and X Series electric buses as classified by vehicle length and functions, and the vehicle platform for the project of the electric truck series which classify trucks as commodity logistic trucks, construction logistic trucks and tractors etc. by functions and the development of multiple powering modes for passenger vehicles under the same platform. According to the vehicle production plan, the trial production for some of the vehicles has to be conducted at the production bases in Xi’an Industrial Park and Changsha Industrial Park. As the trial production phase under the research and development is closely related to the production, it is necessary to introduce new implementation entities, namely BYD Auto Co., Ltd. (比亞迪汽車有限公司) and Changsha BYD Auto Co., Ltd. (長沙市比亞迪 汽車有限公司) which are controlled subsidiaries of the Company, in addition to the existing implementation entity, BYD Auto Industry Co., Ltd. (比亞迪汽車工業有限公司), for the trial production of vehicles.

The adjustment to and optimisation of the scope of use of proceeds for the “research and development project of new energy vehicles” and the introduction of new implementation entities will facilitate the establishment of the vehicle research and development platform of the Company in a more systematic and comprehensive manner, as well as accelerate the launch of new vehicle products, which will be favorable for facilitating the development of the automobile business of the Company.

The aforesaid resolution was passed at the Board meeting held on Friday, 16 March 2018. In accordance with the rules under relevant laws, regulations and the Articles of Association, the Board also resolved to propose the said ordinary resolution at the EGM for Shareholders’ consideration and approval.

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LETTER FROM THE BOARD

The aforesaid resolution on the adjustment to and optimisation of the scope of investment project under the Non-Public Issuance and the introduction of new implementation entities is subject to Shareholders’ approval at the EGM by way of an ordinary resolution.

5. THE EGM

The EGM is to be held on Wednesday, 9 May 2018 at 10:00 a.m. at the Conference Room, No.3009, BYD Road, Pingshan District, Shenzhen, the PRC. The EGM Notice dated 19 March 2018 is set out on pages EGM-1 to EGM-4 of 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 is also 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, 9 April 2018 to Wednesday, 9 May 2018 (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 on Wednesday, 9 May 2018 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, 6 April 2018.

Whether or not you are able to attend the EGM, you are advised to read the EGM Notice and to complete and return the Proxy Form and the reply slip (which are enclosed in this circular) in accordance with the instructions printed thereon as soon as practicable and in any event (i) as to the Proxy Form, not less than 24 hours before the time designated for holding the EGM (i.e. not later than 10:00 a.m., on Tuesday, 8 May 2018) and (ii) as to the reply slip, 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 Thursday, 19 April 2018), 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.

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. 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

6. 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

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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 Wednesday, 9 May 2018 at the Company’s Conference Room, No. 3009, BYD Road, Pingshan District, Shenzhen, the People’s Republic of China to consider and, if thought fit, pass the following resolutions:

By way of Special Resolutions

1. To consider and approve the authorisation to the Company for the issuance of asset-backed securities (the “ ABS ”) of not more than RMB10 billion.

2. To consider and approve the authorisation to the board of directors of the Company (the “ Board ”) or the person(s) authorised by the Board to deal with all matters in relation to the issuance of ABS.

In order to facilitate the issuance of ABS, it is proposed to the Shareholders to authorise the Board and, upon obtaining approval and authorisation at the general meeting, the Board to authorise Mr. Wang Chuan-fu and Mr. Wu Jing-sheng to deal with all the matters in relation to the issuance of ABS in their sole discretion, including but not limited to:

• (i) In accordance with relevant laws and regulations of the PRC, the requirements of securities regulatory authorities and the EGM resolution, to formulate the specific plan for the issuance of ABS, and make revisions and adjustments to the terms of the issuance of ABS based on the actual circumstances of the Company and market conditions, including but not limited to the size, maturity, interest rate and the method of determination, the timing of issuance (including the number of tranches etc.), credit enhancement measures, whether to include repurchase terms, redemption terms and other new terms or not, rating arrangements, specific subscription methods, specific placement arrangements, the payment terms and methods of principal and interests, listing, termination of the issuance, the use of proceeds and other issues related to the issuance terms;

– EGM–1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (ii) To conduct all negotiations related to ABS and listing, execute all relevant agreements and other necessary documents, and make appropriate information disclosure on behalf of the Company;

• (iii) To engage an intermediary agency to handle the reporting matters for the application of issuance of ABS, and the listing of ABS upon completion of the issuance, including but not limited to authorising, signing, executing, modifying, completing all necessary documents, treaties, agreements, contracts, announcements and other legal documents related to the issuance and listing of ABS, as well as making relevant information disclosure pursuant to laws, regulations and other regulatory documents;

• (iv) In the event that there is any changes in the policies of the regulatory authorities regarding the issuance of ABS or changes in market conditions, except for matters that need to be re-voted at the extraordinary general meeting pursuant to relevant laws, regulations and the Articles of Association of the Company, to make corresponding adjustments to the specific plan of the issuance of ABS and other related matters in accordance with the opinions of the regulatory authorities;

• (v) To take all necessary actions to determine/handle other specific matters related to the issuance and listing of ABS; and

• (vi) To take all other actions or measures necessary for the issuance of ABS.

• To consider and approve the authorisation to the Board to determine the proposed plan for the issuance of debt financing instrument(s).

A proposal will be submitted at the EGM for granting a general and unconditional authorisation to the Board (or the directors authorised by the Board) by Shareholders to determine, within the extent of the amount of the bonds that may be issued, the matters on the issuance of domestic and overseas debt financing instruments with a principal amount of not more than RMB30.0 billion or equivalent in domestic and overseas bond markets, including (but not limited to) determining the actual amount to be issued, the interest rate, the term, the target of issuance and use of proceeds of the relevant debt financing instruments, the preparation, signing and disclosure of all necessary documents and the handling of all other matters in relation to the issuance of debt financing instruments under this special resolution. The relevant debt financing instruments include but not limited to short-term debentures, super-short term debentures, medium term notes, corporate bonds, enterprise bonds, asset-backed securities (ABS), asset-backed notes (ABN), RMB bonds and foreign currency bonds in overseas market, exchangeable bonds, convertible bonds which are convertible to the overseas listed H shares of the Company and other debt financing instruments in RMB or foreign currency. If convertible bonds are to be issued, the size of each tranche shall not exceed USD1.2 billion or equivalent in principal amount, and the new H shares to be converted by the holders of convertible bonds may be issued under the relevant general mandate as considered and approved at the general meeting of the Company.

– EGM–2 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Subject to Shareholders’ approval at the EGM, the Board will in turn authorise the chairman and/or president of the Company and/or a Director designated by the chairman of the Company to carry out the above matters of issuance.

The validity of this proposal will commence from the date on which this resolution is passed until the conclusion of the 2018 annual general meeting of the Company.

By way of Ordinary Resolution

1. To consider and approve the resolution on the adjustment to and optimisation of the scope of investment project under the Non-Public Issuance and the introduction of new implementation entities.

By order of the Board Wang Chuan-fu Chairman

Shenzhen, the PRC, 19 March 2018

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 Monday, 9 April 2018 to Wednesday, 9 May 2018, 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 kept at Computershare Hong Kong Investor Services Limited on Wednesday, 9 May 2018 shall be entitled to attend and vote at the EGM (or any adjournment thereof) following completion of the registration procedures. In order for the holders of H Shares to qualify to attend and vote at the EGM (or any adjournment thereof), all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 6 April 2018 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, Wan Chai, 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 Thursday, 19 April 2018).

• (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 authorised by the relevant shareholder of the Company in writing (a “ power of attorney ”). If the form of proxy is signed by the person authorised by the relevant shareholder of the Company as aforesaid, the relevant power of attorney and other relevant documents of authorisation (if any) must be notarised. If a corporate shareholder of the Company appoints a person other than its legal representative to attend the EGM

– EGM–3 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

(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 authorised 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 notarised power of attorney (if any) and other relevant documents of authorisation (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, Wan Chai, Hong Kong), not less than 24 hours before the time appointed for the EGM (i.e. not later than 10:00 a.m. on Tuesday, 8 May 2018) (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 authorisation document (as the case may be).

• (H) The EGM (or any adjournment thereof) is expected to last for a 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–4 –