BYD COMPANY LIMITED 
By 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.
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.cn
POLL RESULTS OF ANNUAL GENERAL MEETINGThe Board is pleased to announce that the resolutions set out in the notice of AGM
dated 22 April 2013 were duly passed by way of poll at the AGM held on 7 June
2013.
Reference is made to the circular of the Company dated 22 April 2013 relating to, inter alia, the general mandate for the issue of shares of the Company and the general mandate to issue shares of BYD Electronic (International) Company Limited (the "Circular"), and the notice of annual general meeting of the Company (the "AGM") dated 22 April 2013. The Board would like to announce the results of voting taken by way of poll at the AGM in pursuance 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 AGMThe AGM was held at the Company's Conference Room at No. 3009, BYD Road, Pingshan, Shenzhen, Guangdong Province, the PRC on Friday, 7 June 2013 at 10 a.m.
The number of issued Shares as at the date of the AGM was 2,354,100,000 Shares, comprising 1,561,000,000 A Shares and 793,100,000 H Shares, all of which entitled 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 vote only against all the resolutions at the AGM. No parties have stated their intention in the Circular to vote against the proposed resolutions or to abstain from voting.
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Set out below are the results of voting at the AGM, which was conducted by way of poll:
ORDINARY RESOLUTIONS Number of votes cast (Percentage of total number of votes cast) For Against Abstain* Total number of votes cast
(1) To consider and approve
the report of the board of directors of the Company for the year 2012.
1,282,574,753
(99.908939%)
0
(0%)
1,168,986
(0.091061%)
1,283,743,739
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 | 1,282,574,753 | 0 | 1,168,986 | 1,283,743,739 |
the report of the | (99.908939%) | (0%) | (0.091061%) |
supervisory committee of
the Company for the year
2012.
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 consider and approve | 1,282,574,753 | 0 | 1,168,986 | 1,283,743,739 |
the audited financial | (99.908939%) | (0%) | (0.091061%) |
statements of the Company
for the year 2012.
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 consider and approve the annual report of the Company for the year 2012 and the summary thereof.
1,282,574,753 (99.908939%)
0
(0.000000%)
1,168,986
(0.091061%)
1,283,743,739
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 consider and approve the profit distribution plan of the Company for the year 2012.
1,282,574,953 (99.908955%)
0
(0.000000%)
1,168,786
(0.091045%)
1,283,743,739
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 appoint auditors for the | 1,282,574,753 | 0 | 1,168,986 | 1,283,743,739 |
financial year of 2013 and | (99.908939%) | (0.000000%) | 0.091061% | ||
to hold office until the next | |||||
annual general meeting of | |||||
the Company, and to | |||||
authorise the board of |
directors of the Company
to determine their 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.
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SPECIAL RESOLUTIONS Number of votes cast (Percentage of total number of votes cast) For Against Abstain* Total number of votes cast
(7) To consider and approve the 1,258,790,123
Company and subsidiaries (98.056184%)
controlled by the Company to provide guarantee in respect of the banking and other financial institution credit businesses of the leasing company in respect of sales of new energy vehicles.
23,745,530
(1.849710%)
1,208,086
(0.094106%)
1,283,743,739
As more than two-third (2/3) 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 a special resolution.
(8) To consider and approve the 1,255,480,395
provision of guarantee by the (97.798366%) Group.
27,055,258
(2.107528%)
1,208,086
(0.094106%)
1,283,743,739
As more than two-third (2/3) 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 a special resolution.
(9) To consider and approve the 1,282,575,053
reduction of total investment in (99.908963%)
the Shenzhen mobile phone lithium battery project
0
(0%)
1,168,686
(0.091037%)
1,283,743,739
As more than two-third (2/3) 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 a special resolution.
(10) | To consider and approve: | 1,260,854,798 | 21,719,955 | 1,168,986 | 1,283,743,739 |
(98.217016%) | (1.691923%) | (0.091061%) |
(a) the grant to the board of directors of the Company (the "Board") a general mandate to allot, issue and deal with additional H shares in the capital of the Company subject to the following conditions:-
(i) that the H shares allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Board pursuant to the general mandate shall not exceed 20 per cent of the total H shares in issue;
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SPECIAL RESOLUTIONS
(ii) that the exercise of the general mandate is subject to all governmental and/or regulatory approval(s), if any, under the applicable law (including but without limitation to the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited);
(iii) that the general mandate shall remain valid until the earliest of (x) the conclusion of the next annual general meeting of the Company; or (y) the expiration of a
12-month period following the passing of this resolution; or (z) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting; and
(b) the authorisation to the Board to approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the allotment and issue of any new shares pursuant to the exercise of the general mandate referred to in paragraph (a) of this resolution.
As more than two-third (2/3) 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 a special resolution.
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SPECIAL RESOLUTIONS | Number of votes cast (Percentage of total number of votes cast) | Total number of votes cast | |||
SPECIAL RESOLUTIONS | For | Against | Abstain* | Total number of votes cast | |
(11) | To consider and approve a general and unconditional mandate to the directors of BYD Electronic (International) Company Limited ("BYD Electronic") to allot, issue and otherwise deal with new shares of BYD Electronic not exceeding 20 per cent. of the aggregate nominal amount of the issued share capital of BYD Electronic. | 1,260,810,348 (98.213554%) | 21,764,405 (1.695385%) | 1,168,986 (0.091061%) | 1,283,743,739 |
(11) | As more than two-third (2/3) 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 a special resolution. |
* Note: such Shareholders were not required under the Listing Rules to abstain from voting in accordance with Rule 13.39(5)(c) of the Listing Rules.
Computershare Hong Kong Investor Services Limited, the H Share registrar of the
Company, acted as the scrutineer at the AGM for the purpose of vote-taking.
Hong Kong, 7 June 2013
By Order of the Board BYD Company Limited Wang Chuan-fu
Chairman
As at the date of this announcement, the Board of Directors of BYD Company Limited comprises Mr. Wang Chuan-fu being the executive Director, Mr. Lu Xiang-yang and Mr. Xia Zuo-quan being the non-executive Directors, and Ms. Li Dong, Mr. Wu Chang-qi and Mr. Li Lian-he being the independent non-executive Directors.
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