Xizang Zhihui Mining Co., Ltd. — Proxy Solicitation & Information Statement 2018

Apr 10, 2018

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

(Stock Code: 1133)

Form of proxy for use at the annual general meeting

Number of shares relevant to this form:[(note 1)] I/We[(note 2)] of

domestic shares/H-shares*

, domestic

being a shareholder of Harbin Electric Company Limited (the “ Company ”) holding domestic shares/H-shares*, hereby appoint[(note 3)] the chairperson of the meeting/as my/our proxy to attend for me/us at the annual general meeting (the “ Annual General Meeting ”) (or at any adjournment thereof) of the Company to be held at Conference Room of the Company located at Harbin, Heilongjiang Province, the People’s Republic of China on Friday, 25 May 2018 at 9:00 a.m. to vote on the resolutions to be proposed at the Annual General Meeting as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

		(Stock Code:1133)	(Stock Code:1133)	(Stock Code:1133)	(Stock Code:1133)
		Form of proxy for use at the annual general meeting
		f shares relevant to this form:(note 1)domestic shares/H-shares*
					,domestic
		areholder of Harbin Electric Company Limited (the “Company”) holding
		shares*, hereby appoint(note 3)the chairperson of the meeting/as my/our proxy to attend foreeting (the “Annual General Meeting”) (or at any adjournment thereof) of the Company to behe Company located at Harbin, Heilongjiang Province, the People’s Republic of China on Fridto vote on the resolutions to be proposed at the Annual General Meeting as indicated belis given, as my/our proxy thinks fit.			me/us at the annualheld at Conferenceay, 25 May 2018 atow, and, if no such
		RESOLUTIONS	FOR(note 4)		AGAINST(note 4)
		AS ORDINARY BUSINESS
1	Toye	consider and approve the Report of the Directors of the Company for the
		ar ended 31 December 2017;
2	ToCo	consider and approve the Report of the Supervisory Committee of thempanyfor theyear ended 31 December 2017;
3	Toth	consider and approve the audited accounts and the auditor’s report ofe Companyfor theperiod from 1 January2017 to 31 December 2017;
4	Toin	declare the 2017 final dividend of RMB0.015 per share (appropriate taxcluded)to bepaid on 25 July2018;
5	ToasCore	re-appoint BDO China Shu Lun Pan Certified Public Accountants LLPthe auditors of the Company for the 2018 financial statements of the
		mpany and authorize the Board of Directors of the Company to fix theirmuneration;
6	ToCo	re-elect Mr. Tian Min as an independent non-executive director of the
		mpany, with annual remuneration of RMB60,000.
		AS SPECIAL BUSINESS
7	Toeitdim	authorize the Board of Directors of the Company to appoint any personher to fill a casual vacancy of the Board of Directors or as an additionalrector, his term of office shall expire at the conclusion of the next generaleetingof the Company;
8	ToapagCoThfrcoorea	authorize the Board of Directors of the Company, at times they deempropriate, to repurchase, on one or more occasions, H-shares with angregate amount not exceeding 10% of the aggregate amount of thempany’s issued H-shares as at the date of the passing of this resolution.
		e authorization will be valid for a period of 12 months commencingom the date of the passing of this resolution or remain valid until thenclusion of the following annual general meeting or until its revocation
		alteration by a special resolution at a general meeting, whichever is therliest;
9	Conditional upon the above resolution to repurchase shares being passedand implemented, the Board of the Company shall be authorized tomake necessary amendments to clause 16 and clause 17 of the Articlesof Association of the Company, so as to reflect the alterations to theCompany’s share capital structure and registered capital arising from therepurchase.	nditional upon the above resolution to repurchase shares being passedd implemented, the Board of the Company shall be authorized toake necessary amendments to clause 16 and clause 17 of the ArticlesAssociation of the Company so as to reflect the alterations to the

• Delete whichever is inappropriate

Signature[(note 5)] :

2018

Date:

NOTES:

1. Please insert the number of shares registered in your name(s) to which this form of proxy is related. If no number is inserted, this form of proxy will be deemed to be related to all the shares of the Company registered in your name(s).

2. Full name(s) and address(es) must be inserted in BLOCK CAPITALS .

3. If you wish to appoint a proxy other than the chairperson of the meeting, you must delete the words “the chairperson of the meeting” and insert the name(s) and address(es) of the one or more proxies desired in the space provided. If it is left blank, the chairperson of the meeting shall act as your proxy. A member is entitled to appoint one or more proxies to attend and vote at the meeting. The proxy or proxies appointed by you need not be a member of the Company. Any alteration made to this form of proxy must be initialled by the person who signs it.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY ONE OF THE RESOLUTIONS, PLEASE INDICATE WITH A “ ✔ ” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY ONE OF THE RESOLUTIONS, PLEASE INDICATE WITH A “X” IN THE BOX MARKED “AGAINST”. FAILURE TO INDICATE WHICH WAY YOU WISH YOUR VOTE TO BE CAST WILL ENTITLE YOUR PROXY TO CAST YOUR VOTE AT HIS OR HER DISCRETION. Your proxy or proxies will be entitled to vote at his or her discretion on any resolution properly put to the Annual General Meeting or any adjournment thereof other than those referred to in the notice convening such meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be under its common seal or under the hand of an officer or attorney duly authorized in writing.

6. A proxy shall be appointed by a written instrument signed by the appointor or its attorney. If this form of proxy is signed by the attorney of the appointor, the power of the attorney or other authorization document(s) of such attorney should be notarized. In order to be valid, this form of proxy, together with the duly notarized power of attorney or other document of authority under which it is signed must be lodged at the correspondence address or the registered office of the Company, no later than 48 hours before the time appointed for holding the Annual General Meeting or no later than 48 hours before the time appointed for taking the poll.

7. Where there are joint holders of any share of the Company, any one of such persons may vote at the Annual General Meeting, either in person or by proxy, in respect of such shares as if he was solely entitled thereto provided that if more than one of such joint holders are present at the meeting in person or by proxy, the person whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

8. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the Annual General Meeting or at any adjournment thereof if he so wishes, in the event that he attends the Meeting, his form of proxy will be deemed to have been revoked.