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BYD COMPANY LIMITED

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1211) Notice of Annual General Meeting

Notice is hereby given that an annual general meeting (the "Annual General Meeting") of BYD Company Limited (the "Company") will be held at 10:00 a.m. on Friday, 7 June 2013 at the Conference Room, No. 3009, BYD Road, Pingshan, Shenzhen, the People's Republic of China to consider and, if thought fit, to pass the following resolutions:

By way of Ordinary Resolutions:

1. To consider and approve the report of the board of directors of the Company for the year
2012.
2. To consider and approve the report of the supervisory committee of the Company for the year 2012.
3. To consider and approve the audited financial statements of the Company for the year 2012.
4. To consider and approve the annual report of the Company for the year 2012 and the summary thereof.
5. To consider and approve the profit distribution plan of the Company for the year 2012.
6. To consider and approve the re-appointment of Ernst & Young Hua Ming LLP as the Company's PRC auditor and internal control audit institution and Ernst & Young as the Company's auditor outside PRC for the financial year of 2013 and 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.

By way of Special Resolutions:

7. To consider and approve the Company and the subsidiaries controlled by the Company to provide guarantee not exceeding RMB500 million in respect of the banking and other financial institution credit businesses of the leasing company in respect of sales of new energy vehicles.
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8. To consider and approve the Company and its subsidiaries to provide guarantees, from the date on which this resolution is passed until the date of the conclusion of the 2013 annual general meeting of the Shareholders to be held in 2014, with details set out as follows:
(i) provision of guarantee by the Company in respect of the banking and other financial institutional credit businesses and other businesses of the domestic subsidiaries controlled by the Company, and provision of guarantee in respect of the banking and other financial institutional credit businesses and other businesses of the subsidiaries controlled by the Company outside the PRC in accordance with the relevant regulations of the PRC;
(ii) provision of cross-guarantee in respect of the banking and other financial institutional credit businesses and other businesses between the subsidiaries controlled by the Company within and outside the PRC in accordance with the relevant regulations of the PRC.
The sum of facilities guaranteed by the Company for subsidiaries controlled by the Company within and outside the PRC and the facilities cross-guaranteed by the subsidiaries controlled by the Company within and outside the PRC for each other shall not exceed RMB90 billion; and
(iii) provision of guarantee on pro-rata basis by the Company and its subsidiaries in respect of the banking and other financial institutional credit businesses of their domestic invested entities according to their respective capital contribution ratios, and provision of guarantee on pro-rata basis in respect of the banking and other financial institutional credit businesses of their invested entities outside the PRC according to their respective capital contribution ratios and the relevant regulations of the PRC, the total guaranteed facilities will not exceed RMB3 billion and counter-guarantees have to be provided by the invested entities in strict compliance with the relevant regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange.
9. To consider and approve the reduction of total investment in the Shenzhen mobile phone lithium battery project.
10. To consider and approve:
(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 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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(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.
11. To consider and approve: "THAT:
11.1 subject to paragraph 11.3 below and pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of BYD Electronic (International) Company Limited ("BYD Electronic") during the Relevant Period (as hereinafter defined) of all the powers of BYD Electronic to allot, issue and deal with additional shares of BYD Electronic and to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities which carry rights to subscribe for or are convertible into shares of BYD Electronic) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;
11.2 the approval in paragraph 11.1 above shall authorise the directors of BYD Electronic during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants, debentures and other securities which carry rights to subscribe for or are convertible into shares of BYD Electronic) which would or might require the exercise of such power after the end of the Relevant Period;
11.3 the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of BYD Electronic pursuant to the approval in paragraph 11.1 above, otherwise than (i) a Rights Issue (as hereinafter defined) or (ii) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities issued by BYD Electronic which carry rights to subscribe for or are convertible into shares of BYD Electronic or (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant or issue to the employees of BYD Electronic and/or any of its subsidiaries
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or any other eligible person(s) of shares or right to acquire shares of BYD Electronic, or (iv) an issue of shares as scrip dividend pursuant to the articles of association of BYD Electronic, from time to time shall not exceed 20 per cent. of the aggregate nominal amount of the issued share capital of BYD Electronic as at the date of passing the ordinary resolution as referred to in the notice convening the annual general meeting of BYD Electronic to be held on 7 June 2013 (the "BYD Electronic Resolution"), and the said approval shall be limited accordingly; and
11.4 for the purposes of this Resolution, "Relevant Period" means the period from the passing of the BYD Electronic Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of BYD Electronic;
(ii) the expiration of the period within which the next annual general meeting of BYD Electronic is required by the articles of association of BYD Electronic or any applicable law to be held; and
(iii) the date on which the authority set out in the BYD Electronic Resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting of BYD Electronic; and
"Rights Issue" means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares of BYD Electronic open for a period fixed by the directors of BYD Electronic to holders of shares of BYD Electronic (and, where appropriate, to holders of other securities of BYD Electronic entitled to the offer) on the register on a fixed record date in proportion to their then holdings of such shares of BYD Electronic (or, where appropriate such other securities) as at that date (subject to such exclusions or other arrangements as the directors of BYD Electronic may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to BYD Electronic)."
By Order of the Board

Wang Chuan-fu

Chairman

Hong Kong, 22 April 2013
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Notes:

(A) The register of holders of H Shares of the Company will be closed from Wednesday, 8 May 2013 to Friday, 7 June 2013 (both days inclusive), during which no transfer of H Shares will be effected.

Holders of H Shares whose names appear on the register of H Shares of the Company kept at Computershare Hong Kong Investor Services Limited on Friday, 7 June 2013 are entitled to attend and vote at the AGM (or any adjournment thereof) following completion of the registration procedures. To qualify for attendance and voting at the AGM (or any adjournment thereof), documents on transfers of H Shares must be lodged with the Company's H Share Registrar and Transfer office, not later than 4:30 p.m. on Tuesday, 7 May 2013. The address of the Company's H Share registrar and transfer office is as follows:

Computershare Hong Kong Investor Services Limited

Shops 1712-1716, 17th Floor, Hopewell Centre

183 Queen's Road East

Hong Kong

(B) Holders of H Shares intending to attend the AGM (or any adjournment thereof) should complete and return the reply slip for attending the AGM (or any adjournment thereof) personally, by facsimile or by post.

Holders of H Shares should complete and return the reply slip to the Company's H-Share Registrar and Transfer Office by facsimile at (852) 2865 0990 or by post to (or by depositing it at) 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong such that the reply slip shall be received by the Company's H-Share Registrar and Transfer Office 20 days before the AGM (i.e. on or before Friday, 17 May 2013).

(C) Each holder of H Shares may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the AGM (or any adjournment thereof) on his behalf. A proxy needs not be a shareholder of the Company.

(D) Holders of H Shares must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant shareholder of the Company or by a person duly authorized by the relevant shareholder of the Company in writing (a "power of attorney"). If the form of proxy is signed by the person authorized by the relevant shareholder of the Company as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate shareholder of the Company appoints a person other than its legal representative to attend the AGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal/chop of the corporate shareholder of the Company or duly signed by its director or any other person duly authorized by that corporate shareholder of the Company as required by the articles of association of the Company.

(E) To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in note (D) above must be delivered to the Company's H-Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited (address: 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong), not less than 24 hours before the time appointed for the AGM (or any adjournment thereof).

(F) A shareholder of the Company or his proxy should produce proof of identity when attending the AGM (or any adjournment thereof). If a corporate shareholder 's legal representative or any other person authorized by the board of directors or other governing body of such corporate shareholder attends the AGM (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, and proof of designation as legal representative and the valid resolution or authorization document of the board of directors or other governing body of such corporate shareholder (as the case may be) to prove the identity and authorization of that legal representative or other person.

(G) The AGM (or any adjournment thereof) is expected to last for half a day. Shareholders who attend the AGM (or any adjournment thereof) shall bear their own travelling and accommodation expenses.

(H) As at the date of this notice, the Board of Directors of the Company 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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