Xizang Zhihui Mining Co., Ltd. — Proxy Solicitation & Information Statement 2020

Feb 20, 2020

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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 EXTRAORDINARY GENERAL MEETING

Number of shares relevant to this form:[(note 1)]

domestic shares/H shares*

I/We[(note 2)]

of

holding

domestic shares/H shares* of Harbin Electric Company Limited (the “ Company ”) and being a shareholder of the Company, hereby appoint[(note 3)] the chairperson of the meeting/ as my/our proxy to attend for me/us the extraordinary general meeting (the “ EGM ”) of the Company to be held at the conference room of the Company at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC on Thursday, 9 April 2020 at 9:00 a.m. and to vote on the resolution(s) to be proposed at the EGM as indicated below, and if no such indication is given, as my/our proxy thinks fit.

Capitalised terms defined in the circular dated 21 February 2020 issued by the Company (the “ Circular ”) shall have the same meanings when used herein unless otherwise specified.

ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION	ORDINARY RESOLUTION	FOR(note 4)	FOR(note 4)	AGAINST(note 4)	AGAINST(note 4)
1.		THAT:(a)the EPC Framework Agreement and the transactions contemplatedthereunder be and are hereby approved, ratified and confirmed;(b)the Annual Caps be and are hereby approved; and(c)the Board, and/or unless the Board determines otherwise, any twoDirectors be and are hereby authorised to take all such actions andexecute all such documents or deeds as they may consider necessaryor desirable for the purpose of giving effect to the EPC FrameworkAgreement and the transactions contemplated thereunder, with suchamendments, alternations or additions thereto as they may in theirabsolute discretion think fit, whose signature thereto shall be conclusiveevidence of their approval to such amendments, alternations oradditions.
			the BoDirectoexecute	ard, and/or unless the Board determines otherwise, any trs be and are hereby authorised to take all such actions aall such documents or deeds as they may consider necess	wo
					ndary
			or desiAgreemamendabsolutevidenadditio	rable for the purpose of giving effect to the EPC Framewent and the transactions contemplated thereunder, with sments, alternations or additions thereto as they may in the discretion think fit, whose signature thereto shall be conclusce of their approval to such amendments, alternationsns.	orkucheiriveor
				SPECIAL RESOLUTION		FOR(note 4)		AGAINST(note 4	)
2.		TH(a)(b)	AT: the Probe and the BoDirecto	posed Amendments (details of which are set out in the Circuare hereby approved; andard, and/or unless the Board determines otherwise, any tr be and are hereby authorised to take all such actions a	lar)wond
			executedesirabincludamendappropbe requbehalf(wherePropose	all such documents or deeds as they may consider necessaryle for the purpose of giving effect to the Proposed Amendmeing but not limited to making such adjustments or otments to the Articles as they consider necessary or otherwriate in connection with the Proposed Amendments or as mired by the relevant regulatory authorities, and dealing withof the Company the relevant filing, amendments and registratnecessary) procedures and other related issues arising fromd Amendments.	ornts,heriseayonionthe
			hichever is in	appropriate2020	Signature(note 5):

• Delete whichever is inappropriate

Signature[(note 5)] :

2020

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).

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

1. 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 need not be a member of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.

2. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, PLEASE INDICATE WITH A “ ✓ ” IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE INDICATE WITH A “ ✓ ” IN THE RELEVANT 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 EGM or any adjournment thereof other than those referred to in the notice convening such meeting.

3. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its common seal or under the hand of a director or attorney duly authorised in writing.

4. 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 attorney or other document(s) of authority should be notarised. In order to be valid, this form of proxy, together with the duly notarised power of attorney or other document of authority under which it is signed must be lodged at the office address of the Company at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC (for the holders of the Domestic Shares), or Hong Kong Registrars Limited, the Company’s Share registrar in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of the H Shares) no later than 24 hours before the time appointed for holding the EGM or no later than 24 hours before the time appointed for taking the poll.

5. Where there are joint holders of any shares of the Company, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto. If more than one of such joint holders are present at the meeting personally or by proxy, the person whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

6. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM or at any adjournment thereof if you so wish. In the event that the member attends the meeting, his/her form of proxy will be deemed to have been revoked.