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BYD'H' : BYD COMPANY LIMITED PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING(2011-7-22)

07/22/2011 | 04:30am US/Eastern
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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?, together with its subsidiaries, the ?Group?) 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: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) 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 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).

? ? ? ? ? ? ? ? ?

BYD COMPANY LIMITED

(A joint stock company incorporated in the People?s Republic of China with limited liability)

(Stock Code: 1211)PROPOSED APPOINTMENT OFINDEPENDENT NON-EXECUTIVE DIRECTOR ANDNOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting (the ?EGM?) of the Company to be held on Friday, 9 September 2011 at 10 a.m. at the Conference Room, No. 3009, BYD Road, Pingshan, Shenzhen, the People?s Republic of China, is set out in the Appendix to this circular. A proxy form (the ?Proxy Form?) containing the proposed resolutions is enclosed herewith. The Proxy Form will also be published on the website of the 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 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.

22 July 2011

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. Proposed Appointment of Independent Non-Executive Director . . . . . . . . . . . . . . . . 3

3. Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4APPENDIX ? Notice of The Extraordinary General Meeting . . . . . . . . . . . . . . . . . 5

? i ?

DEFINITIONS

In this circular, the following words and expressions shall, unless the context otherwise requires, have the following respective 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;

?Board? the board of Directors of the Company; ?China? or ?PRC? the People?s Republic of China;

?Company? BYD Company Limited, a joint stock limited company incorporated in the PRC;

?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 9 September 2011 at

10 a.m.;

?Group? the Company and its subsidiaries from time to time;

?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;

?RMB? Renminbi, the lawful currency of the PRC;

?SFO? the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong);

?Share(s)? A Share(s) and H Share(s); and

?Shareholder(s)? registered holder(s) of the Shares.

? 1 ?LETTER FROM THE BOARD

? ? ? ? ? ? ? ? ?

BYD COMPANY LIMITED

(A joint stock company incorporated in the People?s Republic of China with limited liability)

(Stock Code: 1211)

Board of Directors: Executive Director Mr. Wang Chuan-fu

Non-executive Directors

Mr. Lu Xiang-yang

Mr. Xia Zuo-quan

Independent Non-executive Directors

Ms. Li Dong

Mr. Wu Chang-qi

Registered Office:

LEGAL ADDRESS

Yan An Road

Kuichong

Longgang District

Shenzhen

Guangdong Province

The PRCPRINCIPAL PLACE OF BUSINESS IN HONG KONG

Unit 1712, 17th Floor

Tower 2

Grand Central Plaza

No.138 Shatin Rural Committee Road

Shatin, New Territories

Hong Kong

22 July 2011

To the Shareholders

Dear Sir or Madam,

PROPOSED APPOINTMENT OFINDEPENDENT NON-EXECUTIVE DIRECTOR ANDNOTICE OF EXTRAORDINARY GENERAL MEETING1. 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.

? 2 ?LETTER FROM THE BOARD2. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Li Lian-he (?Mr. Li?) has been nominated as an independent non-executive Director of the Company. According to the Articles of Association of the Company, the appointment of Director is subject to the approval of the Shareholders. Accordingly, the Board has resolved to submit the proposal as an ordinary resolution at the EGM to approve the appointment of Mr. Li as a Director of the Company and to fix his remuneration at RMB150,000.

If the proposed appointment of Mr. Li is approved, he will be designated as an independent non-executive Director of the Company and his term of office will commence from the date of the resolution approving the appointment is passed at the EGM until 10 June 2014.

Biographical details of Mr. Li are set out as follows:Mr. Li Lian-he (???), born in 1947, Chinese national with no right of abode overseas, bachelor degree holder, and a senior engineer in the PRC. Mr. Li graduated from the Wuhan Water Conservancy Electric Power Institute (????????) with a bachelor degree in Electricity Generation in 1970. He was the general manager and secretary of the branch of the Party Committee of Hubei Zhushan Water Electricity Company Limited, the deputy director of the water electricity bureau of Zhushan County in Hubei Province, the deputy secretary and deputy county magistrate of Zhushan County in Hubei Province, a committee member and head of the disciplinary department of the Yunyang Region Party Committee of Hubei Province, the deputy director of Ministry of Science and Technology of Hubei Province, the director and secretary of the Party Committee of Hubei Technology Human Resources Bureau, the vice chairman of general affairs and secretary of the disciplinary commission of Technology Association of Hubei Province, the deputy dean and secretary of the Party Committee of the China Academy of Science and Technology Development, director and secretary of the Party Committee of the Shenzhen Technology Bureau (the Intellectual Property Bureau). He was the chairman of the Technology Association of Shenzhen City and the vice chairman of the Standing Committee of the Political Consultative Conference of Shenzhen City. Mr. Li retired in June 2007 and is now an independent non-executive director of Shenzhen Jianqiao Communications Technology Shareholding Limited (??????????????), part-time professor at Wuhan University, Harbin Industrial University (???????), Huazhong Technology University (??????), Electronic Technology University (??????), as well as a consultant to the Technology Committee of the Macau Special Administrative Region.

Subject to the Shareholders? approval, Mr. Li will be appointed by the Company as an independent non-executive Director for a term starting from the date on which the resolution regarding Mr. Li?s appointment is passed at the EGM to 10 June 2014. The Company will enter into an appointment letter with Mr. Li. His remunerations are determined by reference to his job responsibilities and prevailing market conditions. The Board proposes to fix Mr. Li?s annual director?s remuneration at RMB 150,000, subject to the approval of the Shareholders at the EGM.

Save as disclosed above, Mr. Li currently does not hold any directorships in any listed public companies nor in the last three years. He does not have any relationship with any Director, supervisor, senior management or substantial or controlling Shareholders of the Company. As at the date of this circular, Mr. Li does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

? 3 ?LETTER FROM THE BOARD

Save as disclosed above, there is no other information that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor are there any matters that need to be brought to the attention of the Shareholders in relation to the proposed appointment of Mr. Li.

3. THE EGM

The EGM is to be held on Friday, 9 September 2011 at 10 a.m. at the Conference Room, No.

3009, BYD Road, Pingshan, Shenzhen, the PRC. The notice of the EGM dated 22 July 2011 is enclosed with 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 will also be published on the website of the Stock Exchange (www.hkex.com.hk).

The register of holders of H Shares of the Company will be closed from Wednesday, 10 August

2011 to Friday, 9 September 2011 (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 after 4:30 p.m. on Tuesday, 9 August 2011 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 Tuesday, 9 August 2011.

Whether or not you are able to attend the EGM, please complete and return the Proxy Form in accordance with the instructions printed thereon as soon as practicable and in any event not less than

24 hours before the time designated for holding the meeting 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.4. RECOMMENDATION

The Directors believe that the proposed resolutions for consideration and approval by Shareholders at the EGM, including but not limited to the proposed appointment of Mr. Li as an independent non-executive Director of the Company, are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the resolutions to be proposed at the EGM as set out in the notice of EGM.

For and on behalf of the BoardWang Chuan-fu

Chairman

? 4 ?

APPENDIX NOTICE OF THE EXTRAORDINARY GENERAL MEETING

? ? ? ? ? ? ? ? ?

BYD COMPANY LIMITED

(A joint stock company incorporated in the People?s Republic of China with limited liability)

(Stock Code: 1211)Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of BYD Company Limited (the ?Company?) (the ?EGM?) will be held on Friday, 9 September 2011 at 10 a.m. at the Conference Room, No. 3009, BYD Road, Pingshan, Shenzhen, the PRC for the purposes of considering and, if thought fit, approving the following resolutions:

By way of Ordinary Resolutions:

1. To consider and approve the appointment of Mr. Li Lian-he as an independent non-executive director of the Company with effect from 9 September 2011 to 10 June 2014 and to fix his remuneration at RMB150,000 per annum; and

2. to consider and approve the appointment of Ernst & Young Hua Ming as the Company?s PRC auditors for the year ending 31 December 2011 and to authorise the Board to determine their remuneration.

For and on behalf of the BoardWang Chuan-fu

Chairman

22 July 2011

Notes:

(A) The register of holders of H Shares of the Company will be closed from Wednesday, 10 August

2011 to Friday, 9 September 2011 (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 after 4:30 p.m. on Tuesday, 9 August 2011 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 Tuesday, 9 August 2011.

? 5 ?APPENDIX NOTICE OF THE EXTRAORDINARY GENERAL MEETING

The address of the Company?s H Share Registrar and Transfer Office is as follows:

Computershare Hong Kong Investor Services Limited

Shops 1712-1716,

17th Floor, Hopewell Centre

183 Queen?s Road East

Hong Kong

(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 Friday, 19 August 2011).

(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 needs 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/chop of the corporate shareholder of the Company or duly signed by its director 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) 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 authorized by the board of directors or other governing body of such corporate shareholder attends the EGM (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, and proof of designation as legal representative and the valid resolution or authorization document of the board of directors or other governing body of such corporate shareholder (as the case may be) to prove the identity and authorization of that legal representative or other person.

? 6 ?APPENDIX NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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

As at the date of this circular, the Board of Directors of the Company comprises Mr. Wang Chuan-fu being the executive Director, Mr. Lu Xiang-yang and Mr. Xia Zuo-quan being the non-executive Directors, Ms. Li Dong and Mr. Wu Chang-qi being the independent non-executive Directors.

? 7 ?

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