BYD Electronic : · BYD ELECTRONIC POLL RESULTS OF ANNUAL GENERAL MEETING（2016-06-06）

aba2ecca-92c2-4d64-9bee-7b1d2bf52783.pdf

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(incorporated in Hong Kong under the Companies Ordinance with limited liability)

(Stock code: 285)

Website: http://www.byd-electronic.com

POLL RESULTS OF ANNUAL GENERAL MEETING

The Board is pleased to announce that the resolutions set out in the notice of the AGM dated 21 April 2016 were duly passed by way of poll at the AGM held on 6 June 2016.

Reference is made to the circular of the Company dated 21 April 2016 (the "Circular"), and the notice of annual general meeting of the Company (the "AGM") dated 21 April 2016.

The Board is pleased to announce the results of voting taken by way of poll at the AGM pursuant to Rule 13.39(5) of the Listing Rules.

Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

RESULTS OF THE ANNUAL GENERAL MEETING

The AGM was held at the Conference Room of BYD Company Limited at No. 3009, BYD Road, Pingshan New District, Shenzhen, the PRC on Monday, 6 June 2016 at 9:00 a.m.

The number of issued Shares as at the date of the AGM was 2,253,204,500 Shares, which was the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions proposed at the AGM. There were no Shares entitling the Shareholders to attend and abstain from voting in favour at the AGM pursuant to Rule 13.40 of the Listing Rules. There were no Shareholders that were required under the Listing Rules to abstain from voting at the AGM. No parties have stated their intention in the Circular to vote against the proposed resolutions or to abstain from voting.

Set out below are the poll results in respect of the resolutions proposed at the AGM:

ORDINARY RESOLUTIONS		Number of votes cast (Percentage of total number of votes cast)		Total number of votes cast
		For	Against
(1)	To re ce i v e an d c ons ide r the au dit ed consolidated financial statements and the report of the directors of the Company and the report of the independent auditors of the Company for the year ended 31 December 2015.	1,871,059,079 (100.000000%)	0 (0.000000%)	1,871,059,079
	As more than 50% of the votes held by the Shareholders and proxies who attended the AGM were cast in favour of the resolution, the resolution was passed as an ordinary resolution.
(2)	To consider and approve the profit distribution plan of the Company for the year ended 31 December 2015.	1,871,059,079 (100.000000%)	0 (0.000000%)	1,871,059,079
	As more than 50% of the votes held by the Shareholders and proxies who attended the AGM were cast in favour of the resolution, the resolution was passed as an ordinary resolution.
(3)	To re-appoint Ernst & Young as the Company's auditor for the financial year of 2016 and to hold office until the next annual general meeting of the Company, and to authorize the board of directors of the Company to determine its remuneration.	1,871,059,079 (100.000000%)	0 (0.000000%)	1,871,059,079
	As more than 50% of the votes held by the Shareholders and proxies who attended the AGM were cast in favour of the resolution, the resolution was passed as an ordinary resolution.
(4)	To re-elect Mr. Wang Chuan-fu as a non- executive director.	1,766,676,859 (94.421223%)	104,382,220 (5.578777%)	1,871,059,079
	As more than 50% of the votes held by the Shareholders and proxies who attended the AGM were cast in favour of the resolution, the resolution was passed as an ordinary resolution.
(5)	To re-elect Chung Kwok Mo John as an independent non-executive director.	1,781,633,292 (95.220579%)	89,425,787 (4.779421%)	1,871,059,079
	As more than 50% of the votes held by the Shareholders and proxies who attended the AGM were cast in favour of the resolution, the resolution was passed as an ordinary resolution.
(6)	To re-elect Mr. Antony Francis Mampilly as an independent non-executive director.	1,871,059,079 (100.000000%)	0 (0.000000%)	1,871,059,079
	As more than 50% of the votes held by the Shareholders and proxies who attended the AGM were cast in favour of the resolution, the resolution was passed as an ordinary resolution.
(7)	To authorize the board of directors of the Company to fix the remuneration of the directors of the Company.	1,856,713,762 (99.313587%)	12,832,817 (0.686413%)	1,869,546,579
	As more than 50% of the votes held by the Shareholders and proxies who attended the AGM were cast in favour of the resolution, the resolution was passed as an ordinary resolution.

ORDINARY RESOLUTIONS		Number of votes cast (Percentage of total number of votes cast)		Total number of votes cast
		For	Against
(8)	To grant a general and unconditional mandate to the directors of the Company to allot, issue and deal with additional shares of the Company not exceeding 20 per cent. of the number of the issued shares of the Company as at the date of passing of this resolution.	1,688,179,708 (90.225890%)	182,879,371 (9.774110%)	1,871,059,079
	As more than 50% of the votes held by the Shareholders and proxies who attended the AGM were cast in favour of the resolution, the resolution was passed as an ordinary resolution.
(9)	To grant a general and unconditional mandate to the directors of the Company to repurchase the Company's own shares not exceeding 10 per cent. of the number of the issued shares of the Company as at the date of passing of this resolution.	1,869,692,579 (100.000000%)	0 (0.000000%)	1,869,692,579
	As more than 50% of the votes held by the Shareholders and proxies who attended the AGM were cast in favour of the resolution, the resolution was passed as an ordinary resolution.
(10)	To extend the general mandate granted to the board of directors pursuant to resolution No. 8 above by such additional shares as shall represent the number of shares of the Company repurchased by the Company pursuant to the general mandate granted pursuant to resolution No. 9 above.	1,686,829,329 (90.153718%)	184,229,750 (9.846282%)	1,871,059,079
	As more than 50% of the votes held by the Shareholders and proxies who attended the AGM were cast in favour of the resolution, the resolution was passed as an ordinary resolution.

Full text of the resolutions were set out in the notice of the AGM dated 21 April 2016.

Computershare Hong Kong Investor Services Limited, the Share registrar of the Company, acted as the scrutineer at the AGM for the purpose of vote-taking.

By Order of the Board

BYD Electronic (International) Company Limited WANG Nian-qiang

Director

Hong Kong, 6 June 2016

As at the date of this announcement, the executive Directors are Mr. WANG Nian-qiang and Mr. SUN Yi-zao; the non-executive Directors are Mr. WANG Chuan-fu and Mr. WU Jing- sheng; and the independent non-executive Directors are Mr. CHUNG Kwok Mo John, Mr. Antony Francis MAMPILLY and Mr. QIAN Jing-jie.