BYD Electronic International : · BYD ELECTRONIC (1) POLL RESULTS OF ANNUAL GENERAL MEETING; (2) RE-DESIGNATION OF DIRECTOR;(3) APPOINTMENT OF DIRECTOR; (4) CHANGE OF COMPOSITION OF BOARD COMMITTEES; AND (5) CHANGE OF AUTHORISED REPRESENTATIVE（2019-06-06）

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

(Stock code: 285)

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

1. 1. POLL RESULTS OF ANNUAL GENERAL MEETING;
   2. 1. RE-DESIGNATIONOF DIRECTOR;
      2. APPOINTMENT OF DIRECTOR;
2. CHANGE OF COMPOSITION OF BOARD COMMITTEES; AND
3. 1. CHANGE OF AUTHORISED REPRESENTATIVE

The Board is pleased to announce that the resolutions set out in the notice of the AGM dated 18 April 2019 were duly passed by way of poll at the AGM held on 6 June 2019.

The Board further announces that Mr. Wang Bo was re-designated from an executive Director to a non-executive Director and Mr. Jiang Xiangrong was appointed as an executive Director with effect from the conclusion of the AGM. On 6 June 2019, Mr. Wang Bo ceased to be a member of the nomination committee of the Company and was appointed as a member of the audit committee of the Company. On the same date, Mr. Jiang Xiangrong was appointed as a member of the nomination committee of the Company. Following the resignation of Mr. Wu Jing-sheng as a Director on 31 May 2019, Mr. Li Qian, a joint company secretary of the Company, had been appointed as the authorised representative of the Company under Rule 3.05 of Listing Rules with effect from 6 June 2019.

1. POLL RESULTS OF ANNUAL GENERAL MEETING

Reference is made to the circular of the Company dated 18 April 2019 (the "Circular"), and the notice of annual general meeting of the Company (the "AGM") dated 18 April 2019.

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.

The AGM was held at the Conference Room of BYD Company Limited at No. 3009, BYD Road, Pingshan District, Shenzhen, the PRC on Thursday, 6 June 2019 at 9:00 a.m.

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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. The respective Directors who are also a shareholder of the Company and subject to re-election at the AGM abstained from voting on the respective resolution concerning his own re-election. No parties have stated their intention in the Circular to vote against the proposed resolutions.

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

		Number of votes cast
	ORDINARY RESOLUTIONS	(Percentage of total number	Total number
	of votes cast)	of votes cast
		For	Against
(1)	To receive and consider the audited consolidated	1,800,299,359	0	1,800,299,359
	financial statements and the report of the	(100.000000%)	(0.000000%)
	directors of the Company and the report of the
	independent auditors of the Company for the year
	ended 31 December 2018.
	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 declare a final dividend of RMB0.195 per	1,800,855,359	0	1,800,855,359
	Share for the year ended 31 December 2018.	(100.000000%)	(0.000000%)
	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	1,800,541,359	314,000	1,800,855,359
	auditor for the financial year of 2019 and to hold	(99.982564%)	(0.017436%)
	office until the next annual general meeting of the
	Company, and to authorize the board of directors
	of the Company to determine its remuneration.
	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 Nian-qiang as an executive	1,735,817,978	65,037,381	1,800,855,359
	director.	(96.388528%)	(3.611472%)
	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 Mr. Wang Bo as an executive director.	1,783,331,864	17,523,495	1,800,855,359
		(99.026935%)	(0.973065%)
	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. Qian Jing-jie as an independent	1,790,160,236	10,695,123	1,800,855,359
	non-executive director.	(99.406109%)	(0.593891%)
	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.

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		Number of votes cast
	ORDINARY RESOLUTIONS	(Percentage of total number	Total number
	of votes cast)	of votes cast
		For	Against
(7)	To authorize the board of directors of the	1,800,773,929	7,430	1,800,781,359
	Company to fix the remuneration of the directors	(99.999587%)	(0.000413%)
	of the Company.
	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.
(8)	To grant a general and unconditional mandate to	1,652,833,106	148,022,253	1,800,855,359
	the directors of the Company to allot, issue and	(91.780447%)	(8.219553%)
	deal with additional shares of the Company not
	exceeding 20 per cent. of the number of issued
	shares of the Company as at the date of passing
	of this resolution.
	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	1,800,781,359	0	1,800,781,359
	the directors of the Company to repurchase the	(100.000000%)	(0.000000%)
	Company's own shares not exceeding 10 per cent.
	of the number of issued shares of the Company
	as at the date of passing of this resolution.
	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	1,658,367,422	142,487,937	1,800,855,359
	board of directors pursuant to resolution No. 8	(92.087763%)	(7.912237%)
	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.
	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 18 April 2019.

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.

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1. RE-DESIGNATIONOF DIRECTOR

The Board announces that, having considered the work arrangements and the duties of the Directors, with effect from the conclusion of the AGM held on 6 June 2019, Mr. Wang Bo was re-designated from an executive Director to a non-executive Director. The biographical details of Mr. Wang are as follows:

Mr. Wang, aged 47, graduated from the Harbin Institute of Technology (哈爾濱工業大學) with a bachelor's degree in engineering specializing in electrochemical engineering in 1993. Mr. Wang worked as an assistant engineer at No. 18 Tianjin Institute of Power Sources and a senior quality engineer and resource development manager at Motorola (China) Ltd. Mr. Wang joined BYD Company Limited ("BYD", a company listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (Stock code: 1211) and the Shenzhen Stock Exchange (Stock code: 002954) and the controlling shareholder of the Company indirectly interested in approximately 65.76% of the issued share capital of the Company as at the date of this announcement) in September 2001 and is responsible for marketing and sales. Since the listing of the Company on the Stock Exchange in December 2007, Mr. Wang has been responsible for marketing and sales and the day-to-day management of the commercial and customer service aspect of the Company's business and was appointed as an executive Director and a member of the nomination committee of the Company since January 2017.

The Company has entered into an appointment letter with Mr. Wang in respect of his new position as a non-executive Director for three years commencing from 6 June 2019. Mr. Wang is also subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the articles of association of the Company. According to the appointment letter entered into between Mr. Wang and the Company, either the Company or Mr. Wang has the right to give not less than three months' written notice to terminate the appointment letter without payment of compensation. Pursuant to his appointment letter, Mr. Wang is not entitled to any director's fee but is entitled to normal staff benefits and to a salary to be determined at the discretion of the Board pursuant to the authority granted by the shareholders of the Company at general meetings of the Company. The emoluments of Mr. Wang are determined by the remuneration committee of the Company with reference to, among others, market practice, his duties and responsibilities as well as the terms of reference of the remuneration committee adopted by the Company.

As at the date of this announcement, Mr. Wang is interested in 2,805,000 shares in the Company, representing 0.12% of the total issued shares of the Company, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). The said shares of the Company are held by Gold Dragonfly Limited, a company incorporated in the British Virgin Islands and wholly-owned by BF Gold Dragon Fly (PTC) Limited as trustee of BF Trust, beneficiaries of which are 28 employees of BYD, the Company and each of their subsidiaries, including Mr. Wang.

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As at the date of this announcement, save as disclosed above, Mr. Wang confirmed that:

1. he has not held any directorships in any other Hong Kong or overseas listed public companies in the last three years;
2. he does not hold any other positions in the Company and its subsidiaries;
3. he does not have any relationship with any director, senior management or substantial or controlling Shareholder;
4. he does not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and
5. there are no other matters that need to be brought to the attention of the Shareholders in relation to his appointment and there is no other information required to be disclosed pursuant to any of the provisions under rule 13.51(2) of the Listing Rules.

The Board would like to take this opportunity to express its welcome to Mr. Wang for taking up the new position within the Board.

1. APPOINTMENT OF DIRECTOR

The Board further announces that Mr. Jiang Xiangrong was appointed as an executive Director with effect from the conclusion of the AGM on 6 June 2019. The biographical details of Mr. Jiang are as follows:

Mr. JIANG Xiang-rong, born in 1977, a Chinese national with no right of abode overseas and a bachelor's degree holder. He graduated from Fudan University in 1999 with a bachelor's degree

in applied chemistry. Mr. Jiang joined Shenzhen BYD Battery Company Limited (深圳市比亞 迪實業有限公司) (renamed as BYD Company Limited on 11 June 2002) in July 1999 and held

positions as the plant manager of a precision metal product plant of Division 1, a general manager of the technology development center for electronics business group and the vice general manager of Division 1, and is the general manager of Division 1, responsible for the project development, manufacture, operation and management of metal, glass, ceramics and composite material structural parts and R&D of relevant new technologies and materials.

The Company has entered a service agreement with Mr. Jiang in respect of his appointment as the executive Director for three years commencing from 6 June 2019. Mr. Jiang is also subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the articles of association of the Company. According to the service agreement entered into between Mr. Jiang and the Company, either the Company or Mr. Jiang has the right to give not less than three months' written notice to terminate the contract without payment of compensation. Pursuant to his service agreement, Mr. Jiang is not entitled to any director's fee but is entitled to normal staff benefits and to a salary to be determined at the discretion of the Board pursuant to the authority granted by the shareholders of the Company at general meetings of the Company. The emoluments of Mr. Jiang are determined by the remuneration committee of the Company with reference to, among others, market practice, his duties and responsibilities as well as the terms of reference of the remuneration committee adopted by the Company.

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