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).
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
PROPOSED INCREASE OF SHAREHOLDERS’ DEPOSITS LIMIT; AND NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening the extraordinary general meeting (the “EGM”) of the Company to be held on Thursday, 10 December 2020 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-2 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 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 Wednesday, 9 December 2020) 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.
20 November 2020 CONTENTS
Page
Definitions ...... 1
Letter from the Board ...... 3
1. Introduction ...... 3
2. Proposed Increase of Shareholders’ Deposits Limit ...... 4
3. TheEGM...... 5
4. Recommendations ...... 6
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:
“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;
“BYD Auto Finance” BYD Auto Finance Company Limited (比亞迪汽車金融 有限公司), a company incorporated in the PRC with limited liability;
“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 Thursday, 10 December 2020 at 10:00 a.m.;
“EGM Notice” notice convening the EGM as set out on pages EGM-1 to EGM-2 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;
–1– DEFINITIONS
“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;
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
“Share(s)” A Share(s) and H Share(s);
“Shareholder(s)” registered holder(s) of the Shares;
“Shenzhen Listing Rules” the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange; and
“Shenzhen Stock Exchange” the Shenzhen Stock Exchange.
–2– LETTER FROM THE BOARD
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
Board of Directors: Registered Office: Executive Director LEGAL ADDRESS Mr. Wang Chuan-fu No. 1 Yan’an Road Kuichong Sub-district Non-executive Directors Dapeng New District Mr. Lv Xiang-yang Shenzhen Mr. Xia Zuo-quan Guangdong Province The PRC Independent non-executive Directors Mr. Cai Hong-ping PRINCIPAL PLACE OF BUSINESS Mr. Zhang Min IN HONG KONG Mr. Jiang Yan-bo Unit 1712, 17th Floor Tower 2 Grand Central Plaza No. 138 Shatin Rural Committee Road New Territories Hong Kong
20 November 2020
To the Shareholders
Dear Sir or Madam,
PROPOSED INCREASE OF SHAREHOLDERS’ DEPOSITS LIMIT; AND NOTICE OF EXTRAORDINARY GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide you with the information in connection with a resolution to be proposed at the EGM to enable you to make a decision on whether to vote for or against the relevant resolution at the EGM, and to give you the notice of the EGM.
–3– LETTER FROM THE BOARD
2. PROPOSED INCREASE OF SHAREHOLDERS’ DEPOSITS LIMIT
BYD Auto Finance, a company incorporated in the PRC which is owned as to 80% by the Company and 20% by the Bank of Xi’an Co., Ltd. (西安銀行股份有限公司), is mainly engaged in the provision of auto loans to customers who purchase any series of vehicles under the BYD brand. Since the commencement of operation in 2015, it accomplished a rapid and steady growth on business operation and made a profit in the first year.
The shareholders’ deposits placed by the Company with BYD Auto Finance will not only be beneficial to BYD Auto Finance for supporting its business development, but also be in favour of the Company for receiving a higher rate of return on its own funds than investing as bank deposits for the same period. It also enables the Company to provide better financial support services to customers through BYD Auto Finance for their purchase of vehicles, which has a positive impact on the expansion of the Company’s business scale. Therefore, the Company intends to increase the limit for its shareholders’ deposits with BYD Auto Finance from RMB2.0 billion to RMB4.0 billion. The principal terms of the shareholders’ deposits are set out as follows:
Parties : (1) The Company (2) BYD Auto Finance
Revised deposit limit : RMB4.0 billion
Term : From the date of approval at the EGM to 31 July 2023 the (“Maturity Date”)
Interest rate : Based on the benchmark interest rate published by the People’s Bank of China for deposits with financial institutions in the PRC plus an upward margin (which is determined by both parties based on comprehensive factors such as market interest rates, finance costs and market rate of return)
Payment of principal and return : The principal and the return of the investment will be paid on the Maturity Date
Restriction on withdrawal : No early withdrawal is allowed within three months from the deposit date. Deferred withdrawal interest rate and early withdrawal interest rate apply based on the interest rate announced by the People’s Bank of China on the actual withdrawal date.
–4– LETTER FROM THE BOARD
As Ms. Zhou Ya-lin, the Chief Financial Officer of the Company, is also the chairperson of BYD Auto Finance, BYD Auto Finance is therefore a connected person of the Company under section (3) of Rule 10.1.3 of the Shenzhen Listing Rules. As the proposed limit of shareholders’ deposits accounts for more than 5% of the Company’s most recent audited net assets, the proposed increase of the shareholders’ deposits limit is subject to Shareholders’ approval at the EGM according to the Articles of Association and the Shenzhen Listing Rules. The Company will comply with relevant requirements under the Listing Rules upon execution of the relevant deposit agreement(s) if such deposits constitute transactions which are subject to disclosure under the Listing Rules.
The Board (including the independent non-executive directors of the Company) considers that the shareholders’ deposits placed by the Company with BYD Auto Finance will not harm the interests of the Company and the Shareholders. Meanwhile, the Company will strengthen the monitoring and management of the business of BYD Auto Finance in accordance with the internal control management standards to ensure the security of the Company’s fund.
This proposal was made based on the Shenzhen Listing Rules and was approved at a Board meeting held on Thursday, 19 November 2020. In accordance with the relevant laws and regulations and the requirements of the Articles of Association, the Board also resolved to include the said proposal for consideration and approval by the Shareholders at the EGM by way of special resolution.
3. THE EGM
The EGM is to be held on Thursday, 10 December 2020 at 10:00 a.m. at the Conference Room, No. 3009, BYD Road, Pingshan District, Shenzhen, the PRC. The EGM Notice dated 20 November 2020 is set out on pages EGM-1 to EGM-2 of this circular.
The proxy form for use at the EGM containing the proposed resolution 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, 7 December 2020 to Thursday, 10 December 2020 (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 Thursday, 10 December 2020 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, 4 December 2020.
–5– LETTER FROM THE BOARD
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 not less than 24 hours before the EGM (i.e. not later than 10:00 a.m., on Wednesday, 9 December 2020) or any adjournment thereof for the proxy form and seven days before the EGM (i.e. not later than 10:00 a.m., on Thursday, 3 December 2020) or any adjournment thereof for the reply slip, respectively. 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 resolution 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.
4. RECOMMENDATIONS
The Directors believe that the resolution 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 the resolution to be proposed at the EGM as set out in the EGM Notice.
By order of the Board, BYD Company Limited Wang Chuan-fu Chairman
–6– NOTICE OF EXTRAORDINARY GENERAL MEETING
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
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 Thursday, 10 December 2020 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 resolution:
By way of a special resolution
To consider and approve the placing of shareholders’ deposits with BYD Auto Finance by the Company from the date on which this special resolution is passed until 31 July 2023, with the limit of such total deposits of RMB4.0 billion, the interest of which is based on the benchmark interest rate published by the People’s Bank of China for deposits with financial institutions in the PRC plus an upward margin (which is determined by both parties based on comprehensive factors such as market interest rates, finance costs and market rate of return).
By order of the Board BYD Company Limited Wang Chuan-fu Chairman
Shenzhen, the PRC, 20 November 2020
– 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 Monday, 7 December 2020 to Thursday, 10 December 2020, 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 Thursday, 10 December 2020 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, Wanchai, Hong Kong, no later than 4:30 p.m. on Friday, 4 December 2020 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, Wanchai, Hong Kong such that the reply slip shall be received by the Company’s H Share Registrar and Transfer Office seven days before the EGM (i.e. on or before Thursday, 3 December 2020).
(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 (i.e. not later than 10:00 a.m. on Wednesday, 9 December 2020) (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 at www.computershare.com/hk/contact 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 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. Cai Hong-ping, Mr. Zhang Min and Mr. Jiang Yan-bo being the independent non-executive Directors.
– EGM–2 –