BYD Electronic International : · BYD ELECTRONIC RENEWAL OF NON-EXEMPT CONTINUING CONNECTED TRANSACTION（2018-12-21）

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 advisor.

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 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.

ˢԭࠔཥɿ€਷ყϞࠢʮ̡

BYD ELECTRONIC (INTERNATIONAL) COMPANY LIMITED

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

(Stock Code: 285)

RENEWAL OF NON-EXEMPT CONTINUING CONNECTED TRANSACTION

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

First Shanghai Capital Limited

A letter from the Board is set out on pages 4 to 13 of this circular. A letter from the Independent Board Committee is set out on pages 14 to 15 of this circular. A letter from First Shanghai Capital Limited containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 23 of this circular.

A notice convening the extraordinary general meeting of the Company 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 on Friday, 18 January 2019 at 10:00 a.m. is set out on pages 30 to 31 of this circular.

Whether or not you are able to attend and/or vote at the extraordinary general meeting in person, you are requested to complete the enclosed proxy form and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from subsequently attending and voting at the extraordinary general meeting or any adjournment thereof in person should you so wish.

24 December 2018

CONTENTS
Page
Definitions ........................................................	1
Letter from the Board ...............................................	4
Letter from the Independent Board Committee ...........................	14
Letter from First Shanghai ...........................................	16
24
30

Appendix

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General Information ..............................

Notice of the Extraordinary General Meeting ............................

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

"associate(s)"

"Board"

has the meaning ascribed to it under the Listing Rules the board of Directors

"BYD"

BYD Company Limited (ˢԭࠔٰ΅Ϟࠢʮ̡), a joint stock limited company incorporated in the PRC whose H shares are listed on the Main Board of the Stock Exchange and A shares are listed on the Small and Medium Enterprise Board of Shenzhen Stock Exchange, and the controlling shareholder of the Company indirectly interested in approximately 65.76% of the issued share capital of the Company as at the Latest Practicable Date

"BYD Group"

BYD and its subsidiaries (excluding, except where the context indicates otherwise, the Group)

"Company"

BYD Electronic (International) Company Limited (ˢԭ ࠔཥɿ(਷ყ)Ϟࠢʮ̡), a company incorporated under the laws of Hong Kong, whose Shares are listed on the Main Board of the Stock Exchange

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"Continuing Connected

Transaction(s)"

the continuing connected transaction(s) of the Group set out in the announcement of the Company dated 26 November 2018, including the Non-exempt Continuing Connected Transaction

"controlling Shareholder"

"Director(s)"

has the meaning ascribed to it under the Listing Rules the director(s) of the Company

"EGM"

the extraordinary general meeting of the Company to be held to consider and, if thought fit, approve, inter alia, the New Supply Agreement, the transactions contemplated thereunder and the New Caps

"Existing Cap(s)"

the existing annual cap(s) for the continuing connected transactions of the Group as contemplated under the Existing Supply Agreement, as detailed in the section headed "II. Renewal of Non-exempt Continuing Connected Transaction" in the letter from the Board contained in this circular

"Existing Supply Agreement"

the supply agreement dated 6 November 2015, as amended and supplemented by the supplemental agreement dated 16 April 2018, between the Company and BYD in relation to the supply of certain products including, among others, plastic components, metal parts and chargers, by the Group to the BYD Group for a term from 1 January 2016 to 31 December 2018

"Golden Link"

Golden Link Worldwide Limited, a company incorporated in the British Virgin Islands and an indirect wholly-owned subsidiary of BYD

"Group"

the Company and its subsidiaries

"Hong Kong"

the Hong Kong Special Administrative Region of the People's Republic of China

"Independent Board Committee"

a committee of the Board comprising Mr. CHUNG Kwok Mo John, Mr. Antony Francis MAMPILLY and Mr. QIAN Jing-jie, being the independent non-executive Directors

"Independent Financial Adviser"

or "First Shanghai"

First Shanghai Capital Limited, a corporation licensed to conduct Type 6 (advising on corporate finance) regulated activities under the SFO, and is the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the New Supply Agreement and the relevant New Caps

"Independent Shareholders"

Shareholders who are not required to abstain from voting at the EGM

"Latest Practicable Date"

20 December 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

DEFINITIONS
"New Cap(s)"	new annual caps in relation to the transactions
contemplated under the New Supply Agreement for the
three years ending 31 December 2021, details of which
are set out in the section headed "II. Renewal of
Non-exempt Continuing Connected Transaction" in the
letter from the Board contained in this circular
"New Supply Agreement"	the supply agreement dated 26 November 2018 between
the Company and BYD in relation to the supply of certain
products by the Group to the BYD Group
"Non-exempt Continuing	being the continuing connected transaction of the Group
Connected Transaction"	as contemplated under the New Supply Agreement, for
which the applicable percentage ratios stipulated under
Rule 14.07 of the Listing Rules exceed 5%, and,
accordingly, is subject to the reporting, announcement,
annual review and independent shareholders' approval
requirements under Chapter 14A of the Listing Rules
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong)
"Shareholder(s)"	holder(s) of the Shares
"Shares"	the shares of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed to it under the Listing Rules
"%"	per cent.
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