BYD Electronic International : · BYD ELECTRONIC LIMITED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING（2017-04-20）

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in BYD Electronic (International) Company Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

比亞迪電子（國際）有限公司

BYD ELECTRONIC (INTERNATIONAL) COMPANY LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 285)

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

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of BYD Electronic (International) Company Limited to be held at the conference room of BYD Company Limited at No. 3009, BYD Road, Pingshan District, Shenzhen, the People's Republic of China at 9:00 a.m. on Tuesday, 6 June 2017, is set out on pages 15 to 19 of this circular.

Whether or not Shareholders intend to attend the said meeting, they are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting (i.e. not later than 9:00 a.m. on Sunday, 4 June 2017, Hong Kong time) or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

Hong Kong, 21 April 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. GENERAL MANDATE TO ISSUE SHARES. . . . . . . . . . . . . . . . . . . . . . . 4

2. GENERAL MANDATE TO REPURCHASE SHARES . . . . . . . . . . . . . . . . 5

3. RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . 5

4. CLOSURE OF REGISTER OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . 5

6. ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

7. ACTION TO BE TAKEN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

8. VOTING BY POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

9. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

10. RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

APPENDIX I − EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . 8 APPENDIX II − DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

In this circular, the following expressions have the following meanings unless the context otherwise requires:

"AGM" the annual general meeting of the Company to be held at the Conference Room of BYD Company Limited, No. 3009, BYD Road, Pingshan District, Shenzhen, the People's Republic of China at 9:00 a.m. on Tuesday, 6 June 2017;

"Articles of Association" the articles of association of the Company;

"associate(s)" has the meaning ascribed to it under the Listing Rules;

"Auditors" the auditors for the time being of the Company;

"BYD" BYD Company Limited, a joint stock company incorporated in the PRC with limited liability;

"BYD Group" BYD and its subsidiaries from time to time;

"Board" the board of Directors or a duly authorised committee of the board of Directors;

"Company" BYD Electronic (International) Company Limited, a company incorporated in Hong Kong with limited liability whose Shares are listed on the Stock Exchange;

"connected person(s)" has the meaning ascribed to it under the Listing Rules; "controlling shareholder(s)" has the meaning ascribed to it under the Listing Rules; "Director(s)" the director(s) of the Company;

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

"Hong Kong" the Hong Kong Special Administrative Region of the PRC;

"Latest Practicable Date" Tuesday, 18 April 2017, being the latest practicable date

for ascertaining certain information for inclusion in this circular;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time;

"Notice of AGM" the notice convening the AGM as set out on pages 15 to 19 of this circular;

"PRC" the People's Republic of China;

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time;

"Share(s)" share(s) in the capital of the Company;

"Share Issuance Mandate" the proposed general mandate to be granted to the

Directors to permit the allotment and issue of new Shares up to a maximum of 20% of the number of issued shares of the Company as at the date of passing of the relevant resolution granting such mandate (subject to adjustment in the case of any conversion of any or all of the shares into a larger or smaller number of shares after passing of the relevant resolution);

"Share Repurchase Mandate" the proposed general mandate to be granted to the

Directors to permit the repurchase of Shares of up to a maximum of 10% of the number of issued shares of the Company as at the date of passing of the relevant resolution granting such mandate (subject to adjustment in the case of any conversion of any or all of the shares into a larger or smaller number of shares after passing of the relevant resolution);

"Shareholder(s)" holder(s) of issued Shares;

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"substantial shareholders" has the meaning ascribed to it under the Listing Rules; "Takeovers Code" the Code on Takeovers and Mergers as amended from

time to time;

"HK$" Hong Kong dollars, the lawful currency of Hong Kong;

"RMB" Renminbi, the lawful currency of the PRC; and

"%" per cent.

* English transliteration of the names are provided for ease of reference only and they are not official English names of the Companies concerned.