Xizang Zhihui Mining Co., Ltd. — Proxy Solicitation & Information Statement 2000

Aug 14, 2000

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice of Extraordinary General Meeting Is Hereby Given that an extraordinary general meeting of Harbin Power Equipment Company Limited (the "Company") will be held at Conference Room 17/F, Block B 95 Daqing Road, Dongli District, Harbin, Heilongjiang Province, the People's Republic of China on 28th September 2000 (Thursday) at 9:00 a.m. to consider and to pass the following resolutions:

General Resolutions

1. That the board of directors of the Company of the 3rd-term is hereby appointed and their remuneration is hereby determined.

2. That the supervisors represented by the shareholders of the Company in the supervisory committee of the Company of the 3rd term are hereby appointed and their remuneration is hereby determined.

Special Resolution

1. That the first sentence of the article 82 in Company Articles, "that the board of directors is composed of 15 directors, 10 executive directors who are responsible for daily affairs and 5 non-executive directors who are not responsible for daily affairs", is revised as that "the board of directors is composed of 15 directors, at least two of whom are independent non-executive directors".

2. That the board of directors of the Company is hereby authorized to appoint any director to fill any casual vacancy or appoint any additional director for such term until the next general meeting.

By order of the Board

Company Secretary

Deng Xian Yuan

Harbin, People's Republic of China, 14th August, 2000

Registered Address

Block 3

Nangang High Technology Production Base

Harbin, Heilongjiang Province

People's Republic of China

Note:

1. For the purpose of determining a list of shareholders entitled to attend and vote the Extraordinary General Meeting, the Company shall temporarily suspend changes to the register of shareholders from 29th August, 2000 to the 28th September, 2000. Shareholders whose names appear on the register at the time of the suspension of registration shall be attend and vote at the Extraordinary General Meeting. Persons who purchase shares of the company during the period of suspension of registration shall not be entitled to attend the Extraordinary General Meeting.

2. Shareholders intending to attend the Extraordinary General Meeting shall give written notice of the same to the company, which shall be lodged at the registered office of the Company on or before 4:00 p.m. on 7th September, 2000.

3. A shareholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more persons (whether or not a shareholder of the Company) as his proxy to attend and vote instead of him.

4. The form appointing a proxy for the Extraordinary General Meeting is circulated with this notice to the shareholders of the Company.

5. To be valid, the form of proxy, together with a duly notarized power of attomey or other document of authority, if any, under which the form is signed must be deposited at the registered office of the Company not less than 24 hours before the time for holding the Extraordinary General Meeting.

6. The 3rd-item resolution of this notice is mainly better suit for the laws and the regulations of the State, and is convenient for the company operation.

7. According to the Company Articles, it must be advanced approved by the General Meeting that the board of the directors can appoint any director to fill casual vacancy or appoint any additional director for such term.

8. About the names and personal materials of new-appointed directors, the Company will soon send them to the shareholders, and publish them on newspapers and periodicals.

"Please also refer to the published version of this announcement in the Hong Kong i-mail"